<PAGE>


                                                                    EXHIBIT 10.2






                    PROPERTY MANAGEMENT AND LEASING AGREEMENT

                                     between

                           HINES REIT PROPERTIES, L.P.


                                       and

                       HINES INTERESTS LIMITED PARTNERSHIP




                               _____________, 20__



<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                              Page
                                                                                                                              ----
<S>                            <C>                                                                                            <C>
ARTICLE 1 APPOINTMENT ..........................................................................................................2

           Section 1.1         Appointment......................................................................................2

ARTICLE 2 TERM .................................................................................................................2

           Section 2.1         Term.............................................................................................2

ARTICLE 3 RELATIONSHIP .........................................................................................................2

           Section 3.1         Relationship.....................................................................................2

ARTICLE 4 ASSIGNABILITY ........................................................................................................3

           Section 4.1         Assignability by Manager.........................................................................3

           Section 4.2         Assignment by Owner..............................................................................4

ARTICLE 5 SERVICES OF MANAGER ..................................................................................................4

           Section 5.1         Management of the Premises.......................................................................4

           Section 5.2         Manager's Employees..............................................................................4

           Section 5.3         Budgets and Leasing Guidelines;  Annual Performance..............................................5

           Section 5.4         Collection of Rents..............................................................................7

           Section 5.5         Leasing Duties of Manager........................................................................8

           Section 5.6         Decorations and Repairs..........................................................................8

           Section 5.7         Operational Activities...........................................................................8

           Section 5.8         Taxes............................................................................................9

           Section 5.9         Compliance with Agreements.......................................................................9

           Section 5.10        Payrolls.........................................................................................9

           Section 5.11        Banking Matters.................................................................................10

           Section 5.12        Inspections of Premises.........................................................................10

           Section 5.13        Maintenance of Records..........................................................................10

           Section 5.14        Staffing for Emergencies........................................................................10

           Section 5.15        Tenant Relations Program........................................................................10

           Section 5.16        Communications with Owner.......................................................................10

           Section 5.17        Books and Records...............................................................................10

           Section 5.18        Compliance with Laws............................................................................12
</Table>

                                       i

<PAGE>

<Table>
<Caption>
<S>                            <C>                                                                                             <C>
           Section 5.19        Expenditures for Emergencies....................................................................13

           Section 5.20        Establishment of Website........................................................................13

           Section 5.21        Sarbanes-Oxley Compliance.......................................................................13

           Section 5.22        Submission of Annual Reports....................................................................13

ARTICLE 6 MANAGEMENT AUTHORITY ................................................................................................13

           Section 6.1         Limitation on Manager's Authority...............................................................13

           Section 6.2         Expenditure of Monies by Manager................................................................13

           Section 6.3         Capital Expenditures............................................................................14

           Section 6.4         Contracts with Affiliates of Manager............................................................15

           Section 6.5         Execution of Leases and Contracts...............................................................16

           Section 6.6         Structural Changes..............................................................................16

ARTICLE 7 INSURANCE ...........................................................................................................16

           Section 7.1         Owner's Insurance...............................................................................16

           Section 7.2         Manager's Insurance.............................................................................17

           Section 7.3         Contractor's and Subcontractor's Insurance......................................................17

           Section 7.4         Insurance Requirements..........................................................................18

           Section 7.5         Waiver of Claims and Subrogation................................................................18

ARTICLE 8 OWNER'S RIGHT TO AUDIT...............................................................................................19

           Section 8.1         Audit Rights of Owner...........................................................................19

           Section 8.2         Correction of Internal Controls.................................................................19

ARTICLE 9 BANK ACCOUNTS .......................................................................................................20

           Section 9.1         Deposits of Rents and Other Sums................................................................20

           Section 9.2         Security Deposit Records........................................................................20

           Section 9.3         Owner to Have Access to Funds...................................................................20

           Section 9.4         Ownership of Bank Records.......................................................................21

ARTICLE 10 PAYMENT OF EXPENSES ................................................................................................21

           Section 10.1        Payment by Manager of Expenses..................................................................21

           Section 10.2        Expenses to be Borne by Manager.................................................................24

           Section 10.3        Office for Manager..............................................................................25
</Table>


                                       ii
<PAGE>

<Table>
<Caption>
<S>                            <C>                                                                                             <C>
ARTICLE 11 INSUFFICIENT INCOME ................................................................................................25

           Section 11.1        Insufficient Income.............................................................................25

ARTICLE 12 TERMINATION ........................................................................................................26

           Section 12.1        Termination by Owner or Manager.................................................................26

           Section 12.2        Termination by Owner............................................................................26

           Section 12.3        Breach by Manager...............................................................................26

           Section 12.4        Breach by Owner.................................................................................27

           Section 12.5        Final Accounting................................................................................27

           Section 12.6        Survival of Certain Rights and Obligations......................................................28

ARTICLE 13 DEVELOPMENT AND CONSTRUCTION MANAGEMENT SERVICES....................................................................28

           Section 13.1        Construction Management Services................................................................28

           Section 13.2        Development Management Services.................................................................29

ARTICLE 14 SALE OF THE PREMISES................................................................................................29

           Section 14.1        Sale of Premises................................................................................29

ARTICLE 15 LEGAL PROCEEDINGS ..................................................................................................30

           Section 15.1        Legal Proceedings...............................................................................30

ARTICLE 16 MANAGER'S LIABILITY ................................................................................................30

           Section 16.1        Liability of Manager............................................................................30

           Section 16.2        Indemnity of Manager............................................................................30

           Section 16.3        Limitation on Making Certain Claims.............................................................31

           Section 16.4        Expenditures Made in Good Faith.................................................................31

ARTICLE 17 REPRESENTATION AND WARRANTIES.......................................................................................32

           Section 17.1        No Reliance by Owner............................................................................32

           Section 17.2        Representations and Warranties..................................................................32

ARTICLE 18 CONSENTS ...........................................................................................................33

           Section 18.1        Granting of Consents............................................................................33

ARTICLE 19 SUBSIDIARIES AND AFFILIATES.........................................................................................33

           Section 19.1        Contracts with Manager's Affiliates.............................................................33
</Table>

                                      iii

<PAGE>

<Table>
<Caption>
<S>                            <C>                                                                                             <C>
ARTICLE 20 NOTICES ............................................................................................................34

           Section 20.1        Notices.........................................................................................34

ARTICLE 21 COMPENSATION .......................................................................................................35

           Section 21.1        Fees Payable to Manager.........................................................................35

           Section 21.2        Failure of Owner to Timely Pay..................................................................40

ARTICLE 22 MISCELLANEOUS ......................................................................................................40

           Section 22.1        Pronouns........................................................................................40

           Section 22.2        Amendments......................................................................................40

           Section 22.3        Headings........................................................................................40

           Section 22.4        Waiver..........................................................................................40

           Section 22.5        Successors and Assigns..........................................................................41

           Section 22.6        Governing Law...................................................................................41

           Section 22.7        Ownership of Premises...........................................................................41

           Section 22.8        Other Activities of Manager.....................................................................41

           Section 22.9        Compliance with Certain Laws....................................................................41

           Section 22.10       Special Parties.................................................................................42

           Section 22.11       Counterparts....................................................................................42

           Section 22.12       Survival of Agreement...........................................................................42

           Section 22.13       Special Services................................................................................42
</Table>


                                       iv
<PAGE>


                    PROPERTY MANAGEMENT AND LEASING AGREEMENT


         THIS PROPERTY MANAGEMENT AND LEASING AGREEMENT ("Agreement") is entered
into effective as of the ____ day of ____________, 20__, by and between Hines
REIT Properties, L.P., a Delaware limited partnership (hereinafter called
"Owner"), and Hines Interests Limited Partnership, a Texas limited partnership
(hereinafter called "Manager"),

                                   WITNESSETH

         WHEREAS, Owner is the owner of the land described in Schedule A
attached hereto together with the office building and other improvements located
thereon (the "Premises"); and

         WHEREAS, Owner wishes to obtain the benefits of Manager's expertise in
the field of real estate management and leasing by relinquishing to Manager
control in the operation, direction, management, leasing and supervision of the
Premises, subject to the terms and provisions of this Agreement, and Manager,
for a fee and pursuant to the terms and provisions of this Agreement, agrees to
assume said control and discretion in the operation, direction, management and
supervision of the Premises on behalf of Owner.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and of other good and valuable consideration, the parties hereto agree
as follows:

                                       1
<PAGE>

                                   ARTICLE 1

                                  APPOINTMENT

         Section 1.1 Appointment. Owner contracts with Manager to manage, lease,
operate, direct and supervise the Premises on behalf of Owner and to provide
services as required under this Agreement.

                                   ARTICLE 2

                                      TERM

         Section 2.1 Term. Subject to and upon the terms and conditions set
forth in this Agreement (including without limitation Article 12), the term of
this Agreement (the "Term") shall commence on the date hereof and shall continue
until the earlier of termination pursuant to Article 12 or ten (10) years after
the date of this Agreement. Thereafter, the Term shall continue from year to
year unless written notice is given by either party of its desire not to
continue this Agreement at least ninety days prior to any anniversary of the
commencement of this Agreement. Notwithstanding the foregoing, upon the taking
of possession of the Premises by a mortgagee through foreclosure or deed-in-lieu
of foreclosure, this Agreement may be terminated by such mortgagee upon ninety
(90) days prior written notice thereof.

                                   ARTICLE 3

                                  RELATIONSHIP

         Section 3.1 Relationship. Manager shall at all times be the independent
contractor of Owner and not the employee or agent of Owner. Manager shall have
no right or power to contract with third parties for, on behalf of, or in the
name of Owner or otherwise to bind Owner. Except as expressly provided herein to
the contrary, Owner agrees to be


                                       2
<PAGE>

responsible for and shall reimburse Manager for all costs, expenses and
disbursements reasonably and properly incurred by Manager in accordance with the
provisions of this Agreement in providing management, leasing and operational
services hereunder, such as, but not limited to, contracts for cleaning
services, contracts for landscaping or maintenance services and orders for
supplies and equipment, and Owner agrees to indemnify and hold Manager harmless
from and against the same.

                                   ARTICLE 4

                                 ASSIGNABILITY

         Section 4.1 Assignability by Manager. Manager shall not transfer or
assign this Agreement or any part thereof or any of its rights or obligations
hereunder without the prior written consent of Owner, provided that Owner's
consent shall not be required for an assignment to a Hines Affiliate (defined
below). The foregoing shall not prevent Manager from pledging to any person or
entity Manager's right to receive fees under this Agreement. The consent of
Owner to one or more assignments of this Agreement shall not be construed as, or
result in, consent by Owner to any further or future assignment or assignments.
Any assignment or attempted assignment not made strictly in accordance with the
foregoing shall be void.

         As used herein, "Hines Affiliate" shall mean any partnership, limited
liability company, corporation, trust or other entity as to which 50% or more of
the beneficial interests are held, directly or indirectly, by and effective day
to day Control resides in the Hines Family and/or any current or former
employees of Hines Interests Limited Partnership or its successors. For the
purposes of this Agreement, "Control" or "Controlled" shall mean with respect to
any person, the possession, directly or indirectly, of the power to direct or
cause the direction of the


                                       3
<PAGE>

management and policies of such person, whether through the ownership of voting
securities, by contract or otherwise.

         As used herein, "Hines Family" shall mean Jeffrey C. Hines and/or
Gerald D. Hines, their parents, brothers and sisters, their respective spouses
and children (natural and adopted) or grandchildren of any of the foregoing
and/or trusts for any of the foregoing.

         Section 4.2 Assignment by Owner. If Owner conveys the Premises or any
part thereof to an Affiliate (defined below) of Owner, then Owner shall assign
this Agreement to such Affiliate. If Owner conveys the Premises to someone who
is not an Affiliate of Owner, then the provisions of Section 12.1 shall apply.
"Affiliate" means, with reference to any entity or person, any person or entity
that directly or indirectly Controls, is Controlled by or is under common
Control with that person or entity.

                                   ARTICLE 5

                               SERVICES OF MANAGER

         Section 5.1 Management of the Premises. Manager shall manage, operate
and maintain the Premises in a manner normally associated with the management
and operation of a high quality office building. Manager shall at all times deal
with third parties (whether or not affiliated with Manager) at arms' length and
in Owner's interest at all times. Manager shall act in a fiduciary capacity with
respect to the proper protection of and accounting for Owner's assets.

         Section 5.2 Manager's Employees. Manager shall have in its employ at
all times a sufficient number of capable employees to enable it to properly,
adequately, safely and economically manage, lease, operate and maintain the
Premises. All matters pertaining to the employment, supervision, compensation,
promotion and discharge of such employees are the


                                       4
<PAGE>

responsibility of Manager. Manager is in all respects the employer of such
employees, but Owner may require that any particular employee or employees be
removed from duty with respect to the Premises if Owner reasonably deems such
employee or employees to be incompetent, careless, insubordinate or otherwise
objectionable. Manager shall fully comply with all applicable laws and
regulations having to do with workman's compensation, social security,
unemployment insurance, hours of labor, wages, working conditions, and other
employer-employee related subjects. All employees engaged by Manager shall be
the employees of Manager and not of Owner.

         Section 5.3 Budgets and Leasing Guidelines; Annual Performance. Manager
shall prepare and submit to Owner a proposed operating budget (the "Operating
Budget"), capital budget (the "Capital Budget"), marketing program and leasing
guidelines (the "Marketing Program") for the Premises for the management,
leasing and operation of the Premises for the forthcoming calendar year (or in
the case of the first calendar year in which the Term commences, the remainder
of such year if it is not a full calendar year) in a format approved by Owner.
Manager shall also complete and deliver to Owner a written review of its
performance for the then current calendar year at the same time (the
"Performance Review") it delivers the budgets and programs as contemplated in
this Section 5.3. The scope and substance of the Performance Review will be
agreed to by the Manager and the Owner prior to the delivery of the first
review. The first such budgets, program and guidelines shall be submitted to
Owner within forty-five (45) days after the date of this Agreement and in the
future subsequent proposed budgets, program and guidelines shall be delivered to
Owner no later than October 15 of each calendar year. By October 15 of each
calendar year, Manager will submit to Owner (i) a


                                       5
<PAGE>

summary of the actual (through September 30) and projected (for the full year)
results of management and operation of the Premises for such calendar year and
(ii) a Performance Review for the then-current calendar year.

         The leasing guidelines shall include the following:


                  (a) the minimum rental rate to be charged for office, and, if
         applicable, storage, antenna, retail and parking and the minimum and
         maximum term which may be provided in each category of space to be
         leased in the Premises;

                  (b) the maximum leasing concessions or inducements (on a per
         square foot basis) which may be provided with respect to the Premises;

                  (c) a list of currently vacant space in the Premises; and

                  (d) a list of space which will become available for lease in
         the Premises during the applicable calendar year.

         Owner will consider the proposed budgets, program and guidelines and
then will consult with Manager within forty-five (45) days after they are
submitted in order to agree on an "Approved Operating Budget", an "Approved
Capital Budget", and "Approved Marketing Programs". Owner and Manager will use
good faith efforts to agree on the foregoing within such forty-five (45) day
period. Additionally, if Owner identifies any operating or performance
deficiencies that are within reasonable control of Manager after reviewing the
Performance Review, Owner shall give Manager written notice of such deficiencies
prior to the end of this forty-five (45) day period. Manager shall then have the
later of 30 days, or such time as is reasonably necessary, to cure the
deficiencies identified in such notice. If such deficiencies are not corrected
with this time period, Owner shall give Manager a second notice of its desire to


                                       6
<PAGE>

terminate this Agreement pursuant to Section 12.2. If Manager does not cure such
deficiencies within thirty (30) days after this second notice, and provide Owner
written notice (and when applicable, evidence) that such deficiencies have been
cured, this Agreement may be terminated by Owner pursuant to Section 12.2.

         No less frequently than quarterly, Manager shall during each calendar
year review the Approved Operating Budget, Approved Capital Budget, and Approved
Marketing Program, and compare the same to year-to-date activity to determine
whether revisions are needed. Any such needed revisions will be submitted to
Owner for its approval.

         Manager agrees to use diligence and to employ all reasonable efforts to
ensure that the actual costs (net of amounts, if any, recovered from third
parties) of maintaining, leasing and operating the Premises shall not exceed the
approved budgets pertaining thereto.

         Section 5.4 Collection of Rents. Manager shall use diligent efforts to
collect all rents (including, without limitation, billings resulting from tenant
participation in operating expenses, taxes and common area maintenance charges)
and other charges which may become due at any time from any tenant or from
others for services provided in connection with or for the use of the Premises
or any portion thereof. All monies so collected shall be deposited in the
Receipts Account (defined in Section 9.1). Manager cannot and may not terminate
any lease, lock out a tenant, institute a suit for rent or for use and
occupancy, or institute proceedings for recovery of possession of any premises,
without the prior written approval of Owner. In connection with such suits or
proceedings only legal counsel designated by Owner shall be retained. The
estimated costs of legal services to be incurred in bringing such approved suit
or proceeding shall be submitted to Owner for its approval. Manager shall not
write off any rental


                                       7
<PAGE>

income of more than twenty percent (20%) of the gross monthly rent (up to a
maximum of $10,000) for any single tenant without the prior approval of Owner.

         Section 5.5 Leasing Duties of Manager. Manager shall act as leasing
manager for the Premises and be responsible for the leasing activities of the
Premises. Manager may act without further approvals as long as Manager acts in
accordance with the approved marketing program and leasing guidelines. It is
understood that Owner is the only signatory authority for the execution of all
lease and related leasing documents and Manager shall not represent to the
contrary to prospective tenants and other parties.

         Section 5.6 Decorations and Repairs. Manager shall institute and
supervise all ordinary and extraordinary repairs, decorations and alterations,
including the administration of a preventative maintenance program for all
mechanical, electrical and plumbing systems and equipment, provided that such
(unless the same relate to emergencies) are included in an Approved Operating
Budget or in an authorization by Owner pursuant to an Approved Capital Budget.

         Section 5.7 Operational Activities. Manager shall institute and
supervise all operational activities of the Premises, including but not limited
to:

                  A. Supervision of the cleaning contractor;

                  B. Supervision of the security contractor on behalf of Owner;

                  C. Supervision of any landscaping contractor;

                  D. Supervision of the window washing contractor;

                  E. Responsibility for and supervision of the central plant and
         other H.V.A.C. equipment;


                                       8
<PAGE>

                  F. Responsibility for and supervision of a preventative
         maintenance program;

                  G. Responsibility for and supervision for any necessary
         repairs to the Premises;

                  H. Supervision for the maintenance of the elevators serving
         the Premises; and

                  I. Responsibility for making arrangements for and
         administering account for utilities; and

                  J. Any other activity reasonably required for the normal
         operation of any high quality office building.

         As used herein, "supervise" and "supervision" shall also include
responsibility for the particular task to the extent the Owner so directs and
provides the funds therefor.

         Section 5.8 Taxes. Manager shall obtain and verify bills for real
estate and personal property taxes, improvement assessments and other like
charges which are or may become liens against any portion of the Premises and
recommend payment or appeal as its best judgment may decide. Manager shall not
make any payments on account of any ground lease, mortgage, deed of trust or
other security instrument, if any, affecting any Premises unless such payments
are included in the Approved Operating Budget or otherwise approved by Owner.

         Section 5.9 Compliance with Agreements. Manager shall operate the
Premises in compliance with any ground lease, space lease, mortgage, deed of
trust or other security instruments affecting the Premises and of which Manager
has knowledge, but Manager shall not be required to make any payment or incur
any liability on account thereof.

         Section 5.10 Payrolls. Manager shall prepare or cause to be prepared
all payrolls and maintain comprehensive payroll records.


                                       9
<PAGE>

         Section 5.11 Banking Matters. Manager shall handle all banking matters
related to its contractual responsibility.

         Section 5.12 Inspections of Premises. Manager shall conduct, from time
to time as Manager deems necessary or as Owner requests, inspections of the
Premises and provide Owner with a written report on its findings to the extent
requested by Owner.

         Section 5.13 Maintenance of Records. Manager shall, on behalf of Owner,
maintain complete and identifiable records and files on all matters pertaining
to the Premises, including, without limitation, all revenues and expenditures,
service contracts and leases, all of which records and files shall be the
property of Owner.

         Section 5.14 Staffing for Emergencies. Manager shall have competent
personnel available at all times for emergencies.

         Section 5.15 Tenant Relations Program. Manager shall administer a
tenant relations program that maintains a high visibility of management presence
and service to tenants.

         Section 5.16 Communications with Owner. Manager shall be available for
communications with Owner and will keep Owner advised of items affecting the
Premises.

         Section 5.17 Books and Records.

                  (a) Manager, in the conduct of its responsibilities to Owner,
         shall maintain adequate and separate books and records for the Premises
         in accordance with generally accepted accounting principles ("GAAP"),
         which shall be supported by sufficient documentation to ascertain that
         said entries are properly and accurately recorded, which books and
         records


                                       10
<PAGE>

         shall be the property of Owner. However, any computer software or other
         systems of Manager which are used to generate or keep such books and
         records shall remain the property of Manager. Such books and records
         shall include all information necessary to calculate and to audit
         amounts contained therein and shall otherwise comply with the
         requirements of the documents referred to in Section 5.9 hereof. Such
         books and records, as well as those records referred to in Section 5.13
         hereof, shall be maintained by Manager at the Premises or at such other
         location as may be mutually agreed upon in writing, and at Manager's
         discretion in detail or summary form at the headquarters of Manager
         located in Houston, Texas. Manager shall utilize procedures to attempt
         to ensure such control over accounting and financial transactions as is
         reasonably required to protect Owner's assets from theft, error or
         fraudulent activity.

                  (b) Manager shall maintain records of, and furnish customary
         (or as requested) reports summarizing, all transactions occurring from
         the first day of the prior calendar quarter to the last day of the
         prior calendar quarter. These reports are to be received by Owner no
         later than thirty (30) calendar days after the end of the above
         described accounting period (or sooner if necessary for Owner or any
         partner of Owner's (direct or indirect) parent to comply with
         governmental requirements of which Manager is given reasonable advance
         notice) and must report financial details which Owner may request.
         Reports on vacancies and other matters pertaining to the management,
         leasing, operation, and maintenance of the Premises will be provided on
         a monthly basis in a format approved by Owner. The reports shall
         include a comparison of quarterly, year-to-date actual, and projected
         year-end income and expense with the Approved Operating Budget for the
         Premises in a format approved by Owner. In addition, Manager shall
         remit to Owner all unexpended funds (except for a reserve approved by
         Owner for contingencies


                                       11
<PAGE>

         and operating working capital or such lesser amount as may be available
         after all proper disbursements from the Receipts Account) in the
         Receipts Account as of the end of the reporting quarter.

                  (c) All financial statements and reports required by Owner
         will be prepared on an accrual basis in accordance with GAAP, except
         for special financial reports which by their nature require a deviation
         from GAAP.

                  (d) Manager shall prepare such additional reports at such
         times and in such forms as may be reasonably requested from Owner from
         time to time. All reports of Manager to Owner shall be furnished in
         electronic form if Owner so requests.

                  (e) Manager shall maintain necessary liaison with Owner's
         accountant and shall provide such accountant with such reports and
         other information as Owner shall request.

         Section 5.18 Compliance with Laws. Manager shall use its reasonable
efforts to assure full compliance with federal, state and municipal laws,
ordinances, regulations and orders relative to the use, operation, repair and
maintenance of the Premises and with the rules, regulations or orders of the
local Board of Fire Underwriters or other similar body. Manager shall promptly
remedy any violation of any such law, ordinance, rules, regulation or order
which comes to its attention, all at Owner's expense.

         Expenses incurred in remedying violations may be paid from the
Disbursement Account (as defined in Section 9.1) provided such expenses do not
exceed $5,000 in any one instance. When more than such amount is required or if
the violation is one for which the Premises title holder might be subject to
penalty, Manager shall notify Owner by the end of the next business day to
assure that prompt arrangements may be made to remedy the violation.


                                       12
<PAGE>

         Section 5.19 Expenditures for Emergencies. Notwithstanding anything
contained herein to the contrary, in case of emergency, Manager may make
expenditures for repairs and other items which exceed approved budgets or prior
approvals from Owner without prior written approval if in the reasonable
judgment of Manager it is necessary to prevent damage or injury. Owner must be
informed of any such expenditures before the end of the next business day.

         Section 5.20 Establishment of Website. Any and all reports required of
Manager under this Agreement shall be made available at a Website to be
established by Manager accessible through the Internet within one year after
Owner so requests.

         Section 5.21 Sarbanes-Oxley Compliance. If requested by Owner, all
reporting, record keeping, internal controls and like matters by Manager shall
comply with the Sarbanes-Oxley Act.

         Section 5.22 Submission of Annual Reports. All annual reports to be
furnished by Manager shall be furnished within thirty (30) days after the end of
the applicable calendar year.

                                   ARTICLE 6

                              MANAGEMENT AUTHORITY

         Section 6.1 Limitation on Manager's Authority. Manager's authority is
expressly limited to the provisions provided herein or as may be amended in
writing from time to time by Owner and mutually agreed to and accepted by
Manager in writing.

         Section 6.2 Expenditure of Monies by Manager. The Approved Operating
Budget shall constitute an authorization for Manager to expend money to operate,
lease and


                                       13
<PAGE>

manage the Premises and Manager may do so without further approval as long as
Manager does not exceed the year-to-date budgeted amount for any line item
(after any allocation of any contingency that may be contained in the budget and
that can be applied to such line item). Whenever the year-to-date budgeted
amount for any line item is (or appears likely to be) exceeded, a year-to-date
budget variance and a revised operating budget for such line item shall be
presented to Owner for its consideration. Except as expressly permitted in this
Agreement, Manager may not act outside of the Approved Operating Budget until
the budget revision is approved in writing by Owner, which approval Owner will
endeavor to give in a timely manner. Once approved, Manager's authority with the
revised or any additionally revised budgets is the same as that authorized for
the original budget.

         Section 6.3 Capital Expenditures. The Approved Capital Budget shall not
constitute an authorization for Manager to expend any money. Any capital
expenditures must be specifically authorized by Owner. With respect to the
purchase and installation of capital items, Manager shall recommend that Owner
purchase such items when Manager believes such purchase to be necessary or
desirable. Owner may arrange to purchase and install the same itself or may
authorize Manager to do so subject to prescribed supervision and specification
requirements and conditions. Unless Owner specifically waives such requirements,
either by memorandum or as an amendment to the contract, all new or replacement
capital items exceeding Twenty-five Thousand and No/100 Dollars ($25,000) shall
be awarded on the basis of competitive bidding, solicited in the following
manner:

                  (a) A minimum of three written bids will be obtained for each
         purchase in excess of $25,000.


                                       14
<PAGE>

                  (b) Each bid will be solicited in a form prescribed by Owner
         so that uniformity will exist in the bid quotes.

                  (c) Manager shall provide Owner with all bid responses
         accompanied by Manager's recommendations as to the most acceptable bid.
         If Manager advises acceptance of other than the lowest bidder, Manager
         shall adequately support, in writing, its recommendations.

Owner shall be free to accept or reject any and all bids. Owner will communicate
to Manager in writing its acceptance or rejection of bids. Owner may pay for
capital expenses from its own resources or may authorize payment by Manager out
of the Disbursement Account.

         Section 6.4 Contracts with Affiliates of Manager. Manager shall not
enter into any contract with Affiliate of Manager for cleaning, maintaining,
repairing or servicing the Premises or any of the constituent parts of the
Premises without the prior written consent of Owner. As a condition to obtaining
such consent, Manager shall supply Owner with a copy of the proposed contract
and shall state to Owner the affiliation between Manager (or other person or
persons in control of Manager) and the party proposed to supply such goods or
services, or both. Prior to entering into any such contract, whether or not with
an affiliated or related party, Manager shall submit a proposal to Owner and
Owner may veto the same if Owner reasonably deems it to be unnecessary, wasteful
or inappropriate. Further, any such contract must be on market terms and Owner
may require Manager to demonstrate the same through third party bids or other
means. In addition to Owner's veto right referenced above, if required by the
governance documents of the general partner of Owner, any such contract must be
approved by

                                       15
<PAGE>

the independent members of the board of directors of the Owner's general
partner. Any such contract will include prudent cancellation rights.

         Section 6.5 Execution of Leases and Contracts. All leases and related
lease documents, all service contracts and all purchases, and all legal
documentation related thereto, are to be in the name of Owner in the form
prescribed by Owner and shall be executed by Owner, with the exception of
contracts permitted under Section 6.4 hereof and of purchase orders related to
the purchase of items within approved budgets, which may be executed by Manager.
Additionally, Manager shall execute on behalf of Owner such service agreements
as Owner may authorize from time to time.

         Section 6.6 Structural Changes. Owner expressly withholds from Manager
any power or authority to make any structural change to the Premises or to make
any other major alterations or additions in or to the Premises or equipment
therein without the prior written direction of Owner.

                                   ARTICLE 7

                                   INSURANCE

         Section 7.1 Owner's Insurance. Throughout the term of this Agreement,
Owner shall obtain and maintain the insurance described below (to the extent the
same is available at commercially reasonable rates):

         (a)      All-risks property insurance (including comprehensive boiler &
                  machinery coverage) on a full replacement cost basis covering
                  the Premises.

         (b)      Commercial general liability insurance on an occurrence basis
                  with Owner and Manager as insureds with limits of not less
                  than $5,000,000 each


                                       16
<PAGE>

                  occurrence combined single limit on bodily injury, death or
                  property damage. Owner's insurance shall be primary and
                  non-contributory to any insurance otherwise carried by
                  Manager.

         Section 7.2 Manager's Insurance. Manager shall obtain and maintain:

         (a)      Comprehensive crime/fidelity coverage in the amount of
                  $1,000,000 and shall name Owner as loss payee.

         (b)      All-risks property insurance on a full replacement cost basis
                  covering Manager's personal property on the Premises.

         (c)      Worker's Compensation insurance as required by statute.

         (d)      Employer's Liability insurance in the amount of $1,000,000
                  each accident.

         (e)      Automobile Liability insurance in the amount of $1,000,000
                  each occurrence.

         Section 7.3 Contractor's and Subcontractor's Insurance. Manager shall
require that all contractors and subcontractors brought onto the Premises have
insurance coverage at the contractor's or subcontractor's expense, in the
following minimum amounts, with Owner and Manager as additional insureds on the
commercial general liability insurance:

<Table>
<S>                <C>                                   <C>
         (a)       Worker's Compensation:                Statutory Amount

         (b)       Employer's Liability:                 $1,000,000 minimum

         (c)       Commercial General Liability:         $1,000,000 combined single limit
                                                         for bodily injury and property damage
</Table>

                                       17
<PAGE>

<Table>
<S>                <C>                                   <C>
         (d)       Comprehensive Automobile              $1,000,000 each occurrence
                   Liability Insurance                   combined single limit for bodily injury
                   and property damage
</Table>



         Section 7.4 Insurance Requirements. The insurance required of all
parties to this Agreement shall be written with insurers authorized to do
business in the State in which the Premises are located and shall be rated at
least A:IX by A.M. Best's Rating Service.

         Section 7.5 Waiver of Claims and Subrogation. NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN THIS AGREEMENT, OWNER AND MANAGER HEREBY WAIVE ANY
AND ALL RIGHTS OF RECOVERY, CLAIM, ACTION OR CAUSE OF ACTION AGAINST THE OTHER,
ITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, MEMBERS, SERVANTS OR
SHAREHOLDERS FOR ANY LOSS OR DAMAGE TO THE OTHER'S PROPERTY BY REASON OF FIRE,
THE ELEMENTS, OR ANY OTHER CAUSE WHICH IS COVERED OR COULD BE COVERED BY
STANDARD "ALL-RISKS" PROPERTY INSURANCE (INCLUDING COMPREHENSIVE BOILER AND
MACHINERY COVERAGE), REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF THE
OTHER PARTY HERETO, ITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS,
MEMBERS, SERVANTS OR SHAREHOLDERS. EACH PARTY'S PROPERTY INSURANCE POLICIES
SHALL CONTAIN PROVISIONS WHERE THE INSURER WAIVES THEIR RIGHT OF SUBROGATION
AGAINST SUCH OTHER PARTY.


                                       18
<PAGE>

                                   ARTICLE 8

                             OWNER'S RIGHT TO AUDIT

         Section 8.1 Audit Rights of Owner. Owner reserves the right for Owner's
employees or others appointed by Owner to conduct examinations, during normal
business hours without notification, of the books and records maintained for
Owner by Manager no matter where the books and records are located. Owner also
reserves the right to perform any and all additional audit tests relating to
Manager's activities, either at the Premises or at any office of Manager,
provided such audit tests are related to those activities performed by Manager
for Owner.

         Section 8.2 Correction of Internal Controls. Should Owner's employees
or appointees discover either weaknesses in internal control or errors in record
keeping, Manager shall correct such discrepancies either upon discovery or
within a reasonable period of time thereafter. Manager shall inform Owner in
writing of the action taken to correct such audit discrepancies. Any and all
such audits conducted either by Owner's employees or appointees will be at the
sole expense of Owner, unless such audit (i) indicates fraud or gross neglect by
Manager in its record keeping, or (ii) discloses an error on the part of Manager
which affects Owner adversely and is equal to or greater than 2% of the greater
of gross expenses or gross receipts of the Property for the period audited, and
in the case of (i) or (ii) above, Manager shall bear the reasonable cost of the
applicable audit.


                                       19
<PAGE>

                                   ARTICLE 9

                                 BANK ACCOUNTS

         Section 9.1 Deposits of Rents and Other Sums. Manager shall deposit all
rents and other funds collected from the operation of the Premises, including
any and all advance funds, in a bank designated by Owner, in a special account
(the "Receipt Accounts") for the Premises in the name of Owner (so that at all
times the funds deposited therein shall be the sole and exclusive property of
Owner). The bank shall be informed in writing of the designated representatives
of Manager that Owner has approved as having access to such accounts. Manager,
with Owner's approval, shall establish a second account (the "Disbursement
Account"). Manager shall pay the operating expenses of the Premises and any
other payments relative to the Premises as required by the terms of this
Agreement (including Manager's fees under Article 21 hereof) out of the
Disbursement Account. Money shall be transferred from the Receipts Account to
the Disbursement Account as deemed necessary by Manager, and approved by Owner.
Owner shall have the right from time to time to change the number and types of
bank accounts used by Manager and the method of transferring funds between those
accounts.

         Section 9.2 Security Deposit Records. Manager shall, on behalf of
Owner, maintain detailed records of all security deposits and such records will
be open for inspection by Owner's employees or appointees. Manager shall
maintain such security deposits as required by applicable law and the terms of
the leases, as approved by Owner.

         Section 9.3 Owner to Have Access to Funds. Through the use of signature
cards, authorized representatives of Owner shall be permitted access to any and
all funds in the bank account described in Section 9.1. However, Owner and
Owner's representative may not


                                       20
<PAGE>

draw against said bank accounts without written communication to Manager.
Manager's authority, and the authority of any designated representative of
Manager, to draw against such accounts may be terminated at any time by Owner
upon written notice to Manager.

         Section 9.4 Ownership of Bank Records. All bank records pertaining to
Owner's accounts shall be the property of Owner.

                                   ARTICLE 10

                               PAYMENT OF EXPENSES

         Section 10.1 Payment by Manager of Expenses. The following operating
costs (except as excluded by Section 10.2), to the extent included in approved
budgets, are to be paid directly from the Disbursement Account described in
Section 9.1:

                  (a) Costs of the gross salary and compensation, to include
         payroll taxes, insurance, workmen's compensation and other benefits, of
         the on-site property management team and approved staff;

                  (b) To the extent recoverable from tenants, cost of gross
         salary and compensation, to include payroll taxes, insurance, workmen's
         compensation and other benefits, and related overhead of personnel (for
         example, accountants and bookkeepers) who may be located off-site (for
         cost saving, administration or other reasons) but who directly support
         the operations of the Premises, excluding any personnel located in
         Manager's regional offices or headquarters except as provided in
         Section 10.1(w);

                  (c) Cost of forms, papers, ledgers, and other supplies and
         equipment used in the on-site Manager's office;


                                       21
<PAGE>

                  (d) Cost of insurance permitted or required to be maintained
         by Manager pursuant to the provisions of this Agreement;

                  (e) Cost of all bonuses paid to on-site employees excluding,
         however, any incentive compensation;

                  (f) Costs to correct any violation of federal, state and
         municipal laws, ordinances, regulations and orders relative to the
         leasing, use, repair and maintenance of the Premises, or relative to
         the rules, regulations or orders of the local board of fire
         underwriters or other similar body, provided that such cost is not a
         result of the gross negligence or willful misconduct of Manager or its
         agents or employees;

                  (g) Actual costs of making all repairs, decorations and
         alterations to the Premises;

                  (h) Costs incurred by Manager in connection with all service
         contracts entered into by Manager and/or Owner in accordance with
         authorizations in this Agreement or approved by Owner;

                  (i) Costs of collection of delinquent rentals;

                  (j) Costs of printed forms and supplies required for use at
         the Premises;

                  (k) Costs of capital expenditures;

                  (l) Costs of printed checks for each bank account required by
         Owner;

                  (m) Costs of adding machines, personal computers and computer
         software, and other equipment of such type used for managing the
         Premises;

                  (n) Leasing commissions payable to third parties;

                  (o) Costs of Owner approved advertising, business expenses,
         professional dues, professional development, employee relocation
         expenses and travel;


                                       22
<PAGE>

                  (p) To the extent the same can be recovered from tenants under
         their leases, the cost of Manager's implementation of any new
         accounting or reporting systems including Web based systems or systems
         that utilize servers and other equipment that may be located off-site
         of the Property, as well as the cost of any new general ledger adopted
         by Manager;

                  (q) Legal fees of attorneys, provided such attorneys have been
         approved by Owner in writing in advance of retention;

                  (r) Costs of outside audits as required by leases and other
         outside audits as may be requested by Owner in writing;

                  (s) Property taxes, special assessments and costs of
         utilities;

                  (t) Costs of a management office, including necessary
         furnishings and equipment, as provided for in Section 10.3 hereof;

                  (u) All other costs and expenses for which Owner is obligated
         to pay or reimburse Manager as provided for in this Agreement;

                  (v) Any out-of-pocket costs Manager incurs in performing the
         leasing services described in Section 5.5, including the costs of
         printing leasing brochures and travel and entertainment costs; and

                  (w) To the extent the same relate to or support the
         performance of Manager's duties under this Agreement, the cost of
         personnel and overhead expenses related to such personnel who are
         located in Manager's headquarters and regional offices. Examples of
         such support include risk management, regional and central accounting,
         cash and systems management, human resources and payroll, technology
         and internal audit. The amount to


                                       23
<PAGE>

         be included under this Section 10.1(w) shall (1) be included only to
         the extent the same is recovered from tenants under their leases and
         (2) not exceed in any calendar year $.20 per rentable square foot
         within the Property; however, such amount shall be increased on January
         1 of each year by the increase in the Consumer Price Index from the
         preceding January 1 beginning in 2003, such adjusted amount to be
         rounded to the nearest $.005. "Consumer Price Index" or "CPI" means the
         United States Department of Labor, Bureau of Labor Statistics, Consumer
         Price Index for all Urban Consumers (U.S. city average; base 1982-84 =
         100), published by the Bureau of Labor statistics of the United States
         Department of Labor. If at any time during the Term the CPI is
         discontinued or published less frequently, Manager and Owner shall
         mutually and reasonably agree to substitute an official index published
         by the Bureau of Labor Statistics, or a successor governmental agency,
         which index is most nearly equivalent to the CPI or to a substitute
         procedure which reasonably reflects and monitors consumer prices.

                  (x) Any and all other costs necessary to the management,
         leasing, operation and maintenance of the Premises or reasonably
         incurred by Manager in performing its duties hereunder which are
         covered within approved budgetary guidelines, which may exceed approved
         budgetary guidelines but which result from emergencies or which are
         otherwise approved by Owner.

         Section 10.2 Expenses to be Borne by Manager. The following expenses or
costs incurred by or on behalf of Manager shall be at the sole cost and expense
of Manager and shall be paid by Manager out of the sums payable to Manager under
Article 21:


                                       24
<PAGE>

                  (a) Costs of gross salary and wages, payroll taxes, insurance,
         worker's compensation, and other benefits of Manager's personnel not
         located on-site (except as provided in Section 10.1(b) and Section
         10.1(w) above).

                  (b) All costs incurred as a result of Manager's fraud, breach
         of this Agreement, gross negligence or willful misconduct.

                  (c) Except as provided in Section 10.1(w), the cost of any
         personnel located in Manager's home or regional offices, as well as any
         overhead costs related to those offices.

         Section 10.3 Office for Manager. Owner shall also furnish to Manager,
at Owner's expense, an office located in the Premises of a sufficient size
(mutually agreed upon) to serve as the management and leasing office for the
Premises, including standard leasehold improvements and appropriate furnishings
and typical office equipment.

                                   ARTICLE 11

                               INSUFFICIENT INCOME

         Section 11.1 Insufficient Income. If at any time the gross income (or
cash in the Receipts Account and the Disbursement Account) from the Premises
shall not be sufficient to pay the bills and charges which may be incurred with
respect to the Premises, or if such gross income is insufficient to pay the
combined sum of both bills and charges, Manager shall not be obligated to pay
said expenses and charges from its own account.

         Manager shall notify Owner immediately upon first projection or
awareness of a cash shortage or pending cash shortage and Owner and Manager
shall jointly determine payment priority. After Manager has paid, to the extent
of available gross income, all bills and charges


                                       25
<PAGE>

based upon the ordered priorities set jointly by Owner and Manager, Manager
shall submit to Owner a statement of all remaining unpaid bills. Owner shall
thereafter and without undue delay provide sufficient monies to pay any unpaid
expenses properly payable by Owner.

                                   ARTICLE 12

                                   TERMINATION

         Section 12.1 Termination by Owner or Manager. Either Owner or Manager
may terminate this Agreement upon thirty (30) days advance notice to the other
in the event (A) Owner sells the Premises to a third party which is unaffiliated
with Owner in a bona fide transaction, (B) the Property is substantially
destroyed or condemned and in the case of destruction cannot be restored within
one year after the casualty, or (C) an Affiliate of Manager is no longer the
advisor to the Owner and the Owner's general partner.

         Section 12.2 Termination by Owner. The Owner may terminate this
agreement if the Owner has identified and communicated to the Manager any
operating or performance deficiencies and such deficiencies are not cured by the
Manager in accordance with the provisions set forth in Section 5.3.

         Section 12.3 Breach by Manager. If Manager commits a material breach of
any obligations of Manager under this Agreement, and if such breach shall
continue for thirty (30) days after written notice from Owner (plus, with
respect to breaches which Manager commences diligent efforts to cure within such
period, but which cannot reasonably be cured within thirty (30) days, such
additional period not to exceed ninety (90) additional days as is reasonably
necessary to cure such breach), then Owner, in addition to the other remedies it
may have at law or in equity, shall have the right to terminate this Agreement.

                                       26
<PAGE>

         Section 12.4 Breach by Owner. If Owner (A) fails to timely pay any sum
owed to Manager which remains unpaid for more than ten (10) days after notice
from Manager or (B) commits a material violation or breach of any other
obligation of Owner under this Agreement which remains uncured for more than
thirty (30) days after notice from Manager (plus, in the case of breaches which
cannot reasonably be cured within thirty (30) days, such additional time as is
reasonably required to cure such breach not to exceed ninety (90) days), then
Manager may, in addition to its other remedies at law or in equity, terminate
this Agreement by written notice to Owner.

         Section 12.5 Final Accounting. Upon termination of this Agreement for
any reason, Manager shall deliver to Owner the following with respect to the
Premises:

                  (a) A final accounting, reflecting the balance of income and
         expenses, as of the date of termination, to be delivered within thirty
         (30) days after such termination.

                  (b) Any balance or monies of Owner or tenant security
         deposits, or both, including, without limitation, all funds in any bank
         accounts under Article 9 hereof, held by or thereafter received by
         Manager to be delivered immediately upon such termination or
         withdrawal.

                  (c) All records, contracts, leases, receipts for deposits,
         unpaid bills, other papers or documents, supplies, files, keys, and
         equipment, which pertain to the Premises to be delivered immediately to
         Owner at the Premises upon such termination.

                  (d) All service contracts in the name of Manager pertaining to
         the Premises shall be assigned to, and assumed by Owner.


                                       27
<PAGE>

         Section 12.6 Survival of Certain Rights and Obligations. Upon the
expiration or earlier termination of this Agreement, neither party shall have
any further rights or obligations under this Agreement, except that Articles 12,
16, 17, and 21 shall survive the termination of this Agreement.

                                   ARTICLE 13

                DEVELOPMENT AND CONSTRUCTION MANAGEMENT SERVICES

         Section 13.1 Construction Management Services. Manager shall act as
construction manager with respect to the construction of any leasehold
improvements within the Premises if requested by either Owner or the applicable
tenant. With respect thereto Manager shall:

                  (a) Evaluate and report the existing conditions of the base
         building.

                  (b) Prepare preliminary budgets and schedules.

                  (c) Review and assist in the coordination of leasehold
         improvements design drawings.

                  (d) Conduct pre-bid meetings.

                  (e) Evaluate bids and make recommendations of the award of
         contracts.

                  (f) Conduct construction progress meetings. Evaluate ongoing
         schedules and the quality of workmanship and adherence of work to
         contract documents, specifications and drawings.

                  (g) Evaluate and verify accuracy of monthly construction draw
         requests.

                  (h) Assist architect in reviewing shop drawings.

                  (i) Direct architect/engineers to create punchlist.

                  (j) Coordinate with building management the use of the service
         elevator, the need for temporary utilities and loading docks.

                                       28
<PAGE>

         Section 13.2 Development Management Services. Manager shall act as
development manager for any redevelopment of the Premises. As such, Manager
shall be responsible for coordinating and facilitating the planning and
performance of all construction related activities, including recommending the
retention of architects, engineers and other consultants, assisting in cost
estimating, advising Owner as to the selection of contractors to perform the
work, and coordinating on behalf of Owner the work of such consultants and
contractors.

                                   ARTICLE 14

                              SALE OF THE PREMISES

         Section 14.1 Sale of Premises. If Owner executes a listing agreement
with a broker (other than Manager) for the sale of any portion of the Premises,
Manager shall cooperate with such broker to the end that the respective
activities of Manager and broker may be carried on without friction and without
interference with tenants and occupants. Manager will permit the broker to
exhibit the Premises during reasonable business hours to the extent not
prohibited by any tenant lease and provided the broker has secured Manager's
permission in advance. Manager shall be reimbursed for all reasonable costs
incurred by Manager in coordinating any activities regarding any sale of all or
any portion of the Premises.


                                       29
<PAGE>

                                   ARTICLE 15

                                LEGAL PROCEEDINGS

         Section 15.1 Legal Proceedings. Should any claims, demands, suits or
other legal proceedings be made or instituted by any person against Owner or
title holder of the Premises which arise out of any of the matters relating to
this Agreement, Manager shall promptly give Owner all pertinent information and
reasonable assistance in the defense or other disposition thereof, at the sole
expense of Owner.

                                   ARTICLE 16

                               MANAGER'S LIABILITY

         Section 16.1 Liability of Manager. Manager shall not, in the
performance of this Agreement, be liable to Owner or to any other person for any
act or omission (negligent, tortious or otherwise) of any officer, agent or
employee of Manager, unless the same results from gross negligence or willful
misconduct of the Manager or its officers, employees, or agents acting within
the scope of their office, employment or agency, or the breach of this Agreement
by Manager.

         Section 16.2 Indemnity of Manager. OWNER AGREES TO INDEMNIFY, DEFEND
AND HOLD HARMLESS MANAGER AND ITS OFFICERS, AGENTS AND EMPLOYEES (INDIVIDUALLY
AND COLLECTIVELY, THE "MANAGER INDEMNITEES") FROM AND AGAINST ANY AND ALL CAUSES
OF ACTION, CLAIMS, LOSSES, COSTS, EXPENSES, LIABILITIES, DAMAGES OR INJURIES
(INCLUDING LEGAL FEES AND DISBURSEMENTS) THAT MANAGER INDEMNITEES MAY DIRECTLY
OR INDIRECTLY SUSTAIN, SUFFER OR INCUR ARISING FROM OR IN


                                       30
<PAGE>

CONNECTION WITH THIS AGREEMENT OR THE PREMISES, UNLESS THE SAME RESULTS FROM (A)
GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF THE MANAGER INDEMNITEES ACTING
WITHIN THE SCOPE OF THEIR OFFICE, EMPLOYMENT OR AGENCY, OR (B) THE BREACH OF
THIS AGREEMENT BY MANAGER. IT IS THE EXPRESS INTENT OF THE PARTIES THAT THE
MANAGER INDEMNITEES BE INDEMNIFIED AGAINST THEIR OWN NEGLIGENCE (BUT NOT FOR
THEIR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD). OWNER SHALL ASSUME ON
BEHALF OF THE MANAGER INDEMNITEES THE DEFENSE OF ANY ACTION AT LAW OR IN EQUITY
WHICH MAY BE BROUGHT AGAINST THE MANAGER INDEMNITEES BASED UPON A CLAIM FOR
WHICH INDEMNIFICATION IS APPLICABLE HEREUNDER.

         Section 16.3 Limitation on Making Certain Claims. Notwithstanding any
other provisions of this Agreement, in no event shall Owner make any claim
against Manager, or its Affiliates or subsidiaries, on account of any good faith
interpretation by Manager of the provisions of this Agreement (even if such
interpretation is later determined to be a breach of this Agreement) or any
alleged errors in judgment made in good faith and in accordance with this
Agreement in connection with the operation of the Premises hereunder by Manager
or the performance of any advisory or technical services provided by or arranged
by the Manager. The provisions of this Section 16.3 shall not be deemed to
release Manager from liability for its gross negligence.

         Section 16.4 Expenditures Made in Good Faith. Owner shall not object to
any expenditures made by Manager in good faith in the course of its management
of the Premises or


                                       31
<PAGE>

in settlement of any claim arising out of the operation of the Premises unless
such expenditure is specifically prohibited by this Agreement. The provisions of
this Section 16.4 shall not be deemed to release Manager from liability for its
gross negligence.

                                   ARTICLE 17

                          REPRESENTATION AND WARRANTIES

         Section 17.1 No Reliance by Owner. Owner hereby represents that in
entering into this Agreement Owner has not relied on any projection of earnings,
statements as to the possibility of future success or other similar matter which
may be prepared by Manager and understands that no guaranty is made or implied
by Manager as to the future financial success of the Premises.

         Section 17.2 Representations and Warranties. Each party to this
Agreement represents and warrants the following:

                  (a) It is duly organized, validly existing and in good
         standing under the laws of its jurisdiction of formation with all
         requisite power and authority to enter into this Agreement and to
         conduct its respective business.

                  (b) This Agreement constitutes the legal, valid and binding
         obligation of the party and is enforceable in accordance with its
         terms.

                  (c) No consents or approvals are required from any
         governmental authority or other person or entity for the party to enter
         into and perform this Agreement. All corporate or partnership action on
         the part of the party necessary for the authorization, execution and
         delivery of this Agreement, and the consummation of the transactions
         contemplated hereby, have been duly taken.


                                       32
<PAGE>

                  (d) The execution and delivery of this Agreement by the party,
         and the consummation of the transactions contemplated hereby, does not
         conflict with or contravene the provisions of its organizational
         documents or any agreement or instrument by which it or its properties
         are bound or any law, rule, regulation, order or decree to which it or
         its properties are subject.

                  (e) The party has obtained or shall obtain all permits and
         licenses to the extent required by applicable law to perform its
         obligations hereunder, except with respect to permits and licenses, the
         lack of which do not and would not, individually or in the aggregate,
         have a material adverse effect on such party's ability to perform its
         obligations under this Agreement.

                                   ARTICLE 18

                                    CONSENTS

         Section 18.1 Granting of Consents. Except as otherwise expressly
provided herein to the contrary, whenever in this Agreement the consent or
approval of Manager or Owner is required, such consent or approval shall not be
unreasonably withheld or unduly delayed. Such consent shall also be in writing
only and shall be duly executed by an authorized officer or agent for the party
granting such consent or approval.

                                   ARTICLE 19

                           SUBSIDIARIES AND AFFILIATES

         Section 19.1 Contracts with Manager's Affiliates. Any contract or lease
with respect to the Premises between Manager and any Affiliate of Manager shall
be subject to the prior written approval of Owner, and at Owner's sole
discretion such approval may be withheld.


                                       33
<PAGE>

                                   ARTICLE 20

                                     NOTICES

         Section 20.1 Notices. Any notice provided for in or permitted under
this Agreement shall be made in writing, and may be given or served by (i)
delivering the same in person or by facsimile transmission to the party to be
notified, or (ii) depositing the same in the United States mail, postage
prepaid, registered or certified with return receipt requested, and addressed to
the party to be notified at the address herein specified, or (iii) by depositing
same with a reputable overnight courier service. Any notice shall be effective
only if and when received by the party to be notified (or the date such receipt
is refused by the addressee) unless the day it is received is not a business
day, and then it shall be deemed received on the next business day. For the
purpose of notice, the address of the party shall be, until changed as
hereinafter provided for, as follows:

                     If to the Owner:
                                     ----------------------------------------

                                        Attention:
                                                  ---------------------------

                                        Fax No.:
                                                 ----------------------------

                     With a copy to:
                                     ----------------------------------------


                                        Attention:
                                                  ---------------------------

                                        Fax No.:
                                                 ----------------------------

                     If to the Manager:
                                        -------------------------------------


                                        Attention:
                                                  ---------------------------

                                        Fax No.:
                                                 ----------------------------

                     With a copy to:
                                     ----------------------------------------


                                        Attention:
                                                  ---------------------------

                                        Fax No.:
                                                 ----------------------------

or to such other address as the Owner may specify in a written notice to the
Manager or the Manager may specify in a written notice to the Owner in
accordance with this Section 20.1.


                                       34
<PAGE>

         Each party shall have the right from time to time and at any time to
change its respective address and each shall have the right to specify as its
address any other address by at least fifteen (15) days' written notice to the
other party. Each party shall have the right from time to time to specify
additional parties to whom copies of notices must be given by delivering to the
other party fifteen (15) days' written notice thereof setting forth the address
of such additional party or parties; provided, however, that no party shall have
the right to designate more than three (3) such additional parties. Notice
required to be delivered hereunder to either party shall not be deemed to be
effective until the additional parties, if any, designated by such party have
been given notice in a manner deemed effective pursuant to the terms of this
Section 20.1.

                                   ARTICLE 21

                                  COMPENSATION

         Section 21.1 Fees Payable to Manager. In addition to the sums Owner is
obligated to pay Manager as described in this Agreement, each calendar year
Manager shall receive remuneration for its services in managing and leasing the
Premises as follows:

                  (a) A management fee (the "Management Fee") equal to the
         lesser of (1) the amount of Management Fee that can be passed through
         to tenants of the Premises under their leases, or (B) two and one-half
         percent (2.5%) of the Gross Revenues for the


                                       35
<PAGE>

         Premises. "Gross Revenues" includes but is not limited to revenues
         arising from rentals (which includes all tenant recoveries for
         operating expenses, special or extra services and the like, including,
         without limitation, real estate taxes and assessments) for such year
         payable by tenants who lease space in the Premises, parking revenues,
         revenues from the leasing or licensing of antenna space and all other
         revenues of whatever nature. The Management Fee shall be payable
         monthly based on interim results and projections with annual
         reconciliations.

                  (b) For the leasing services described in Section 5.5, the
         following sums (the "Leasing Fees"):

                           (1) For any lease or amendment thereto pursuant to
                  which space is leased by a tenant which is executed or
                  negotiated during the Term, a fee equal to one and one-half
                  percent (1.5%) of the gross rentals which are payable pursuant
                  to or on account of the applicable document during the term of
                  the lease.

                           (2) For any lease extension, renewal, expansion or
                  other similar right whereby a tenant extends its lease or
                  leases additional space which is exercised during the Term, a
                  fee equal to one and one-half percent (1.5%) of the gross
                  rentals which are payable pursuant to or on account of the
                  applicable document for the term of such renewal, extension or
                  expansion.

                           (3) For purposes of subsections (1) and (2) above,
                  the following shall apply:

                                    (i) Owner shall pay the Leasing Fees to
                           Manager regardless of whether an outside broker was
                           used in connection with any such lease,


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<PAGE>

                           amendment, renewal, extension or expansion. Owner
                           shall be responsible for any fees paid to outside
                           brokers, and such fees shall not count against, or be
                           considered part of, the Leasing Fees;

                                    (ii) Owner's obligation to pay the Leasing
                           Fees shall survive the expiration or earlier
                           termination of this Agreement, it being agreed that
                           Manager shall be entitled to such Leasing Fee after
                           such expiration or termination to the extent provided
                           in this Section 21.1. "Executed or negotiated during
                           the Term" and "exercised during the Term" also
                           includes leases and other instruments executed and
                           options and other rights exercisable within ninety
                           (90) days after the Term, if the tenant under said
                           lease or other instruments had substantial
                           negotiations with Manager during the Term (and for
                           purposes hereof, "substantial negotiations" shall
                           mean that a written proposal and related
                           correspondence have been exchanged by Manager and the
                           prospective tenant or any agent thereof and
                           discussions regarding such proposal and
                           correspondence have occurred). Manager shall notify
                           Owner in a monthly report prior to the end of the
                           Term of its substantial negotiations with prospective
                           tenants;

                                    (iii) gross rentals for triple net leases
                           will include an estimate of operating expenses to be
                           paid by tenants in the first (1st) lease year and
                           such expenses shall not be increased in determining
                           gross rentals in later years for purposes of
                           determining the Leasing Fees; and


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<PAGE>

                                    (iv) rent increases based on changes in the
                           Consumer Price Index shall not be taken into account
                           in calculating gross rentals for purposes of
                           determining the Leasing Fees except to the extent
                           such lease includes a floor on the rent increases
                           based on the Consumer Price Index, in which event for
                           purposes of calculating gross rentals, rent shall be
                           deemed increased based on such floor.

The Leasing Fees shall be payable as follows: (x) fifty percent (50%) upon the
date the applicable document is executed or right is exercised, as applicable,
and (y) the balance upon the date such tenant takes occupancy of the space
subject to such lease or amendment, or in the case of a renewal, on the first
(1st) day of the applicable renewal term. In the event the tenant has an early
termination option under its lease, however, the portion of the Leasing Fees
attributable to periods after the applicable termination date shall not be
payable until the tenant has waived the termination option or the right to
exercise such termination option has expired or terminated.

         (c) For the construction management services described in Section 13.1,
Manager shall be entitled to retain or be paid any construction management fee
paid by any tenant directly to Manager or to the landlord under its lease. To
the extent contained in the budget described below, Manager also shall be
reimbursed for all third party costs reasonably incurred by Manager in
performing construction management duties (e.g., consultants, legal, delivery
and graphics) to the extent the same are approved and payable by the applicable
tenant. Owner and Manger shall agree on the scope of such direct costs as well
as a budget relating thereto before Manager begins performing such services. If

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<PAGE>

the tenant does not agree in its lease to pay a construction management fee,
then the following shall apply:

                  (x) if Manager provides such construction management services
         utilizing on-site employees, Owner shall not be obligated to pay a
         construction management fee to Manager; or

                  (y) if Manager utilizes off-site employees to provide such
         construction management services, Owner shall be obligated to pay
         Manager the direct costs Manager incurs in providing such services,
         including the salary, benefits and burdens of any such employees to the
         extent of the time they spend performing such services, to the extent
         contained in a budget approved by Owner as described above.

         (d) For the development management services described in Section 13.2,
Manager shall be paid a fee equal to two and one-half percent (2.5%) of the
total project costs relating to the redevelopment. To the extent contained in
the budget described below, Manager also will be entitled to recover from Owner
all direct costs incurred by Manager in performing such services, including but
not limited to the salary, benefits and burdens of all employees directly
involved in such project, the cost of any project office and overhead relating
thereto (e.g., rent, telephones, computers) and all out-of-pocket costs incurred
by Manager (for example, travel). Owner and Manager shall agree on the scope of
such direct costs as well as a budget relating thereto before Manager begins
performing such services.


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<PAGE>

         (e) Upon submission of the financial statements as required by
     Article 5, Manager shall submit to Owner Manager's calculation of all fees,
     which fees shall be paid by Owner to Manager.

         Section 21.2 Failure of Owner to Timely Pay. Any sums owed by Owner to
Manager which are not paid when due shall bear interest at the lesser of (i) the
prime rate plus 5 percentage points, or (ii) the maximum nonusurious rate of
interest permitted by applicable law.

                                   ARTICLE 22

                                  MISCELLANEOUS

         Section 22.1 Pronouns. The pronouns used in this Agreement referring to
Manager or Owner shall be understood and construed to apply whether Manager or
Owner be an individual, co-partnership, corporation or an individual or
individuals doing business under a firm or trade name, and the masculine and
neuter pronouns shall each include the other and may be used interchangeably
with the same meaning.

         Section 22.2 Amendments. Except as otherwise herein provided, any and
all amendments, additions or deletions of this Agreement shall be null and void
unless approved by the parties in writing.

         Section 22.3 Headings. All headings herein are inserted only for
convenience and ease of reference and are not to be considered in the
construction or interpretation of any provision of this Agreement.

         Section 22.4 Waiver. The waiver of any of the terms and conditions of
this Agreement on any occasion or occasions shall not be deemed as waiver of
such terms and conditions on any future occasion. No waiver shall be implied by
any isolated or repeated action or non-action. To be effective, any waiver must
be in writing executed by the party to be bound thereby.


                                       40
<PAGE>

         Section 22.5 Successors and Assigns. Subject to Article 4 and Section
12.1(A), this Agreement shall be binding upon and inure to the benefit of Owner,
its successors and/or assigns, and shall be binding upon and inure to the
benefit of Manager, and its successors.

         Section 22.6 Governing Law. This Agreement shall be construed,
interpreted and applied in accordance with and shall be governed by, the laws
applicable to the state where the Premises are located.

         Section 22.7 Ownership of Premises. Owner represents that it is the fee
owner of the Premises and of the improvements and appurtenances and equipment
installed therein, except such equipment as may be leased or acquired by Owner
on a hire-purchase basis or as may be owned, leased or installed by tenants or
other third parties.

         Section 22.8 Other Activities of Manager. Nothing contained in this
Agreement shall be construed so as to prohibit Manager from owning, operating,
managing or investing in any real estate development. Additionally, Manager may
engage in or possess an interest in other ventures of any nature and description
independently or with others and Owner shall have no rights with respect thereto
by virtue of this Agreement.

         Section 22.9 Compliance with Certain Laws. Pursuant to Section 5.03 of
the Rehabilitation Act of 1973, as amended, as implemented by 41 C.F.R. 60-401,
Section 4.02 of the Vietnam Era Adjustment Assistance Act of 1964, as
implemented by 41 C.F.R. 60-250, and Executive Order 11246, as amended by
Executive Order 11875, Manager agrees not to discriminate against any employee
or applicant for employment because of said individual's race,


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<PAGE>

religion, sex, national origin, physical or mental handicap or status as a
disabled veteran of the Vietnam Era, in regard to any position for which the
employee or applicant is otherwise qualified.

         Section 22.10 Special Parties. Notwithstanding any provision hereof to
the contrary, in no circumstances shall a shareholder, limited partner,
director, officer, employee or agent ("Special Party") of a party hereto or of a
Special Party of a party hereto be personally liable for any of the obligations
of such party hereto under this Agreement except to the extent, if any, provided
in any separate agreement now or hereafter executed and delivered by such
Special Party.

         Section 22.11 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original of this Agreement but all of
which, taken together, shall constitute one and the same agreement.

         Section 22.12 Survival of Agreement. The rights and obligations of
Manager and Owner shall survive a termination of this Agreement.

         Section 22.13 Special Services. Notwithstanding anything in this
Agreement to the contrary, except as required by a tenant lease which has been
approved by Owner, Manager shall not furnish or render services to the tenants
of the Premises other than those services customarily furnished to tenants of
similar properties unless (a) Manager makes separate, adequate charges to
tenants for such services, (b) such charges are received and retained by
Manager, (c) Manager bears the cost of providing such services and (d) Manager
first obtains Owner's written consent. For purposes of this Section 22.13, it is
agreed that maintenance, trash collection, janitorial services and cleaning
services, the furnishing of water, heat, light, air conditioning, public
entrances and exits, guard or security services and the provision of parking
facilities on an unreserved basis and without separate charge are examples of
services customarily furnished to the tenants of similar properties.



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<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

                                    OWNER:

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


                                    By:
                                        ---------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                           ------------------------------------


                                    MANAGER:

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



                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                           ------------------------------------




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