chasetowerpsa.htm


    
      

    


    PURCHASE
      AND SALE AGREEMENT

    


    


    BETWEEN

    


    


    2200
      ROSS, L.P.,

    AS
      SELLER

    


    


    AND

    


    


    HINES
      REIT 2200 ROSS AVENUE LP,

    AS
      PURCHASER

    


    


    


    


    


    


    DATED
      OCTOBER 15, 2007

    



    
      
              

                  
      
      

                  Purchase
            and Sale Agreement –Chase Tower      
      

                  1311923v.3
            STR430/16009      
    

         

      

      
         

        
          

        

      

      
         

      

    


    TABLE
      OF CONTENTS

     

    Page
      No.

     

     

    ARTICLE
      1

     

    BASIC
      INFORMATION

    1.1                      Certain
      Basic Terms 

    1.2                      Closing
      Costs 

    1.3                      Notice
      Addresses: 

     

    ARTICLE
      2

     

    PROPERTY

    2.1                      Property 

     

    ARTICLE
      3

     

    EARNEST
      MONEY

    3.1                      Deposit
      and Investment of Earnest Money 

    3.2                      Independent
      Consideration 

    3.3                      Form;
      Failure to Deposit 

    3.4                      Disposition
      of Earnest Money 

     

    ARTICLE
      4

     

    DUE
      DILIGENCE

    4.1                      Due
      Diligence Materials To Be Delivered 

    4.2                      Due
      Diligence Materials To Be Made Available

    4.3                      Acknowledgment
      by Purchaser; Diligence Website

    4.4                      Physical
      Due Diligence

    4.5                      Due
      Diligence/Termination Right 

    4.6                      Return
      of Documents and Reports 

    4.7                      Service
      Contracts 

    4.8                      Proprietary
      Information; Confidentiality 

    4.9                      No
      Representation or Warranty by Seller 

    4.10                      Purchaser’s
      Responsibilities 

    4.11                      Purchaser’s
      Agreement to Indemnify 

     

    ARTICLE
      5

     

    TITLE
      AND
      SURVEY

    5.1                      Title
      Commitment 

    5.2                      Updated
      Survey 

    5.3                      Title
      Review 

    5.4                      Delivery
      of Title Policy at Closing 

     

    ARTICLE
      6

     

    OPERATIONS
      AND RISK OF LOSS; TENANT ESTOPPELS; SKYBRIDGE ESTOPPELS

    6.1                      Ongoing
      Operations 

    6.2                      Damage 

    6.3                      Condemnation 

    6.4                      Tenant
      Estoppels 

    6.5                      Skybridge
      Estoppels 

     

    ARTICLE
      7

     

    CLOSING

    7.1                      Closing 

    7.2                      Conditions
      to Parties’ Obligation to Close. 

    7.3                      Seller’s
      Deliveries in Escrow 

    7.4                      Purchaser’s
      Deliveries in Escrow 

    7.5                      Closing
      Statements 

    7.6                      Purchase
      Price

    7.7                      Possession 

    7.8                      Delivery
      of Books and Records 

    7.9                      Notice
      to Tenants 

     

    ARTICLE
      8

     

    PRORATIONS,
      DEPOSITS, COMMISSIONS

    8.1                      Prorations 

    8.2                      Leasing
      Costs 

    8.3                      Closing
      Costs 

    8.4                      Final
      Adjustment After Closing 

    8.5                      Tenant
      Deposits; Letters of Credit 

    8.6                      Commissions 

    8.7                      Locke
      Lord Electrical Charge Dispute 

     

    ARTICLE
      9

     

    REPRESENTATIONS
      AND WARRANTIES

    9.1                      Seller’s
      Representations and Warranties

    9.2                      Purchaser’s
      Representations and Warranties 

    9.3                      Knowledge
      Defined 

    9.4                      Survival
      of Representations and Warranties 

     

    ARTICLE
      10

     

    DEFAULT
      AND REMEDIES

    10.1                      Seller’s
      Remedies

    10.2                      Purchaser’s
      Remedies

    10.3                      Attorneys’
      Fees 

    10.4                      Other
      Expenses 

     

    ARTICLE
      11

     

    DISCLAIMERS
      AND RELEASE

    11.1                      Disclaimers
      By Seller 

    11.2                      Sale
      “As Is, Where Is” 

    11.3                      Seller
      Released from Liability 

    11.4                      “Hazardous
      Materials” Defined

    11.5                      Survival

     

    ARTICLE
      12

     

    MISCELLANEOUS

    12.1                      Parties
      Bound; Assignment 

    12.2                      Headings 

    12.3                      Invalidity
      and Waiver 

    12.4                      Governing
      Law 

    12.5                      Survival

    12.6                      Entirety
      and Amendments 

    12.7                      Time

    12.8                      Confidentiality 

    12.9                      No
      Electronic Transactions

    12.10                      Notices

    12.11                      Construction 

    12.12                      Calculation
      of Time Periods; Business Day 

    12.13                      Execution
      in Counterparts 

    12.14                      No
      Recordation

    12.15                      Further
      Assurances 

    12.16                      Discharge
      of Obligations

    12.17                      No
      Third Party Beneficiary 

    12.18                      Reporting
      Person

    12.19                      Mandatory
      Arbitration 

    12.20                      Cooperation
      with Purchaser’s Auditors and SEC Filing Requirements 

    12.21                      Post-Closing
      Escrow 

    12.22                      Locke
      Lord Escrow

    


     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                                  
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    LIST
      OF DEFINED TERMS

     

    Page
      No.

     

    
      	
               

            	
              AAAH-1

            


    

    
      	
               

            	
              Additional
                Deposit7

            


    

    
      	
               

            	
              Additional
                Property Information13

            


    

    
      	
               

            	
              Agreement6

            


    

    
      	
               

            	
              Assignment22

            


    

    
      	
               

            	
              Broker7

            


    

    
      	
               

            	
              Brokerage
                Agreements31

            


    

    
      	
               

            	
              Business
                Day38

            


    

    
      	
               

            	
              Cap32

            


    

    
      	
               

            	
              Casualty
                Notice18

            


    

    
      	
               

            	
              CERCLA35

            


    

    
      	
               

            	
              Closing21

            


    

    
      	
               

            	
              Closing
                Condition22

            


    

    
      	
               

            	
              Closing
                Date8

            


    

    
      	
               

            	
              Deed22

            


    

    
      	
               

            	
              Diligence
                Costs33

            


    

    
      	
               

            	
              Diligence
                URL/Password13

            


    

    
      	
               

            	
              Diligence
                Website13

            


    

    
      	
               

            	
              Dispute
                Related Documents10

            


    

    
      	
               

            	
              Due
                Diligence Termination Notice15

            


    

    
      	
               

            	
              Earnest
                Money7

            


    

    
      	
               

            	
              Effective
                Date7

            


    

    
      	
               

            	
              Environmental
                Laws30

            


    

    
      	
               

            	
              Escrow
                Agent7

            


    

    
      	
               

            	
              Estoppel
                Deadline19

            


    

    
      	
               

            	
              Existing
                Leases29

            


    

    
      	
               

            	
              Hazardous
                Materials36

            


    

    
      	
               

            	
              Improvements9

            


    

    
      	
               

            	
              Independent
                Consideration11

            


    

    
      	
               

            	
              Initiating
                PartyH-1

            


    

    
      	
               

            	
              Inspection
                Period8

            


    

    
      	
               

            	
              Intangible
                Personal Property10

            


    

    
      	
               

            	
              Key
                Tenants8

            


    

    
      	
               

            	
              Land9

            


    

    
      	
               

            	
              Lease
                Files13

            


    

    
      	
               

            	
              Leases10

            


    

    
      	
               

            	
              Leasing
                Costs27

            


    

    
      	
               

            	
              License
                Agreements10

            


    

    
      	
               

            	
              License
                Assignments24

            


    

    
      	
               

            	
              Lock
                Lord  Escrow40

            


    

    
      	
               

            	
              Locke
                Lord27

            


    

    
      	
               

            	
              Locke
                Lord Electrical Charge Dispute29

            


    

    
      	
               

            	
              Locke
                Lord Escrow Agreement40

            


    

    
      	
               

            	
              Locke
                Lord Termination Fee27

            


    

    
      	
               

            	
              Master
                Lease23

            


    

    
      	
               

            	
              Master
                Lease Escrow6

            


    

    
      	
               

            	
              Master
                Lease Escrow Agreement6

            


    

    
      	
               

            	
              Master
                Lease Escrow Deposit6

            


    

    
      	
               

            	
              Material
                Damage19

            


    

    
      	
               

            	
              Materially
                Damaged19

            


    

    
      	
               

            	
              Non-Refundable
                Deposit7

            


    

    
      	
               

            	
              OFAC31

            


    

    
      	
               

            	
              Permitted
                Exceptions17

            


    

    
      	
               

            	
              Permitted
                Outside Parties15

            


    

    
      	
               

            	
              Post
                Closing Escrow39

            


    

    
      	
               

            	
              Post-Closing
                Escrow Agreement39

            


    

    
      	
               

            	
              Property9

            


    

    
      	
               

            	
              Property
                Documents14

            


    

    
      	
               

            	
              Property
                Information11

            


    

    
      	
               

            	
              Property
                Information Delivery Date7

            


    

    
      	
               

            	
              Purchase
                Price6

            


    

    
      	
               

            	
              Purchaser6

            


    

    
      	
               

            	
              Purchaser’s
                Closing Date Certificate24

            


    

    
      	
               

            	
              Real
                Property9

            


    

    
      	
               

            	
              Rent
                Roll11

            


    

    
      	
               

            	
              Report15

            


    

    
      	
               

            	
              Reports15

            


    

    
      	
               

            	
              Required
                Estoppel Percentage20

            


    

    
      	
               

            	
              Seller6

            


    

    
      	
               

            	
              Seller
                Estoppel20

            


    

    
      	
               

            	
              Seller
                Liens17

            


    

    
      	
               

            	
              Seller’s
                Closing Date Certificate23

            


    

    
      	
               

            	
              Seller’s
                Representatives32

            


    

    
      	
               

            	
              Service
                Contracts10

            


    

    
      	
               

            	
              Skybridge
                Estoppels20

            


    

    
      	
               

            	
              Survey17

            


    

    
      	
               

            	
              Survival
                Period32

            


    

    
      	
               

            	
              Tangible
                Personal Property10

            


    

    
      	
               

            	
              Taxes26

            


    

    
      	
               

            	
              Tenant
                Estoppel19

            


    

    
      	
               

            	
              Tenant
                Receivables26

            


    

    
      	
               

            	
              Title
                and Survey Review Period7

            


    

    
      	
               

            	
              Title
                Commitment17

            


    

    
      	
               

            	
              Title
                Commitment Delivery Date7

            


    

    
      	
               

            	
              Title
                Company7

            


    

    
      	
               

            	
              Title
                Policy17

            


    

    
      	
               

            	
              to
                Seller’s knowledge32

            


    

    
      	
               

            	
              to
                the best of Seller’s knowledge32

            


    

    
      	
               

            	
              Unbilled
                Tenant Receivables26

            


    

    
      	
               

            	
              Uncollected
                Delinquent Tenant Receivables26

            


    

    


     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                                  
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    PURCHASE
      AND SALE AGREEMENT

     

    [Chase
      Tower, Dallas, Texas]

     

    This
      Purchase and Sale Agreement (this “Agreement”) is made
      and entered into by and between Purchaser and Seller.

     

    RECITALS

     

    A.           Defined
      terms are indicated by initial capital letters.  Defined terms shall
      have the meaning set forth herein, whether or not such terms are used before
      or
      after the definitions are set forth.

     

    B.           Purchaser
      desires to purchase the Property and Seller desires to sell the Property, all
      upon the terms and conditions set forth in this Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual terms, provisions, covenants and
      agreements set forth herein, as well as the sums to be paid by Purchaser to
      Seller, and for other good and valuable consideration, the receipt and
      sufficiency of which are acknowledged, Purchaser and Seller agree as
      follows:

     

    ARTICLE
      1

     

    BASIC
      INFORMATION

     

    1.1  Certain
      Basic Terms.  The following defined terms shall have the
      meanings set forth below:

     

    
      	
              1.1.1

            	
              Seller:

            	
              2200
                Ross, L.P., a Texas limited partnership

            
	
              1.1.2

            	
              Purchaser:

            	
              Hines
                REIT 2200 Ross Avenue LP, a Delaware limited
                partnership

            
	
              1.1.3

            	
              Purchase
                Price:

            	
              $289,600,000.00

            
	 	
              Master
                Lease:

            	
              At
                Closing, Seller shall deposit the amount of $1,500,000, plus the
                amount of
                the free/abated rent credit specified on Exhibit I as provided in
                Section 8.2 (which amount
                shall be deposited out of the Purchase Price) (such amount, together
                with
                any and all interest earned thereon from and after Closing, the
                “Master Lease Escrow Deposit”) into such escrow account
                as Purchaser shall direct by notice to Seller given on or before
                the
                Closing Date (the “Master Lease Escrow”) to provide a
                source of funds for Seller’s payment of rent under the Master Lease (as
                defined in Section 7.3.8),
                and at Closing Seller, Purchaser and Escrow Agent shall enter into
                an
                escrow agreement (the “Master Lease Escrow Agreement”),
                governing the disbursement of the Master Lease Escrow, the form of
                which
                agreement shall be agreed upon by Seller and Purchaser prior to the
                expiration of the Inspection Period.

            
	
              1.1.4

            	
              Earnest
                Money:

            	
              The
                sum of (i) $2,500,000.00, including interest thereon, to be deposited
                in
                accordance with Section 3.1 below
                (the “Non-Refundable Deposit”) that shall be
                non-refundable to Purchaser other than for a Seller default or for
                any
                termination by Purchaser pursuant to Sections 5.4, 6.2,
6.3,
6.4
                or 7.2.3 and (ii) $5,000,000.00
                (the
                “Additional Deposit”; and together with the
                Non-Refundable Deposit, the “Earnest Money”), including
                interest thereon, to be deposited in accordance with Section 3.1 below.

            
	
              1.1.5

            	
              Title
                Company:

            	
              Chicago
                Title Insurance Company

              2001
                Bryan Tower, Suite 1700

              Dallas,
                Texas  75201

              Attn.:
                John S. Cominos

              Telephone
                number: (214) 965-1674

              Facsimile
                number: (214) 965-1631

              E-mail:
                John.Cominos@CTT.com

            
	
              1.1.6

            	
              Escrow
                Agent:

            	
              Chicago
                Title Insurance Company

              2001
                Bryan Tower, Suite 1700

              Dallas,
                Texas  75201

              Attn.:
                John S. Cominos

              Telephone
                number: (214) 965-1674

              Facsimile
                number: (214) 965-1631

              E-mail:
                John.Cominos@CTT.com

            
	
              1.1.7

            	
              Broker:

            	
              Holliday
                Fenoglio Fowler, L.P.

            
	
              1.1.8

            	
              Effective
                Date:

            	
              October
                15, 2007.

            
	
              1.1.9

            	
              Property
                Information Delivery Date:

            	
              The
                Effective Date.

            
	
              1.1.10

            	
              Title
                Commitment Delivery Date:

            	
              The
                Effective Date.

            
	
              1.1.11

            	
              Title
                and Survey Review Period:

            	
              The
                period ending ten (10) days after the later of (i) the Effective
                Date, and (ii) Purchaser’s receipt of the initial Title Commitment
                and the copy of Seller’s existing survey delivered to Purchaser under
                Section 5.2, but in any event not
                later than the expiration of the Inspection Period.

            
	
              1.1.12

            	
              Inspection
                Period:

            	
              The
                period beginning on September 19, 2007 (which is the date Purchaser
                began
                its due diligence with respect to the Property), and ending at 5:00
                p.m.,
                Dallas, Texas time on October 16, 2007.

            
	
              1.1.13

            	
              Closing
                Date:

            	
              November 20,
                2007, or such earlier date (but not before November 6, 2007) as Seller
                may
                designate upon not less than three (3) Business Day’s prior written notice
                to Purchaser.

            
	
              1.1.14

            	
              Key
                Tenants:

            	
              (1)                         JPMorgan
                Chase Bank, N.A.

              (2)                         Deloitte
                & Touche

              (3)Locke
                Lord Bissell & Liddell LLP (f/k/a Locke Liddell & Sapp,
                PLLC)

              (4)                         Fulbright
                & Jaworski

              (5)                         Dallas
                Petroleum Club

            


    

     

    1.2  Closing
      Costs.  Closing costs shall be allocated and paid as
      follows:

     

    
      	
              COST

            	
              RESPONSIBLE
                PARTY

            
	
              Title
                Commitment required to be delivered pursuant to Section 5.1

            	
              Seller

            
	
              Premium
                for standard form Title Policy required to be delivered pursuant
                to
                Section 5.4

            	
              Seller

            
	
              Premium
                for any endorsements (other than endorsements required to cure Seller
                Liens [as defined in Section 5.3] or any other matters which
                Seller agrees to remove or cure prior to Closing) to the Title Policy
                desired by Purchaser, any inspection fee charged by the Title Company,
                tax
                certificates, municipal and utility lien certificates, and any other
                Title
                Company charges

            	
              Purchaser

            
	
              Cost
                of the Survey delivered by Seller to Purchaser under Section 5.2

            	
              Seller

            
	
              Cost
                of any revisions, modifications or recertifications to the
                Survey

            	
              Purchaser

            
	
              Costs
                for UCC Searches

            	
              Purchaser

            
	
              Recording
                Fees

            	
              Purchaser

            
	
              Any
                escrow fee charged by Escrow Agent for holding the Earnest Money
                or
                conducting the Closing

            	
              Purchaser
                1⁄2

              Seller
                1⁄2

            
	
              Real
                Estate Sales Commission to Broker

            	
              Seller

            
	
              All
                other closing costs, expenses, charges and fees

            	
              The
                party incurring the same

            


    

     

    1.3  Notice
      Addresses:

     

    
      	
              Purchaser:Hines
                REIT 2200 Ross Avenue LP

              c/o
                Hines Interests Limited Partnership

              2800
                Post Oak Boulevard, Suite 5000

              Houston,
                Texas 77056-6118

              Attention:
                Charles N. Hazen

              Facsimile:
                (713) 966-7851

              E-mail:
                Charles_Hazen@hines.com

            	
              Copy
                to:Hines REIT 2200 Ross Avenue LP

              c/o
                Hines Interests Limited Partnership

              2800
                Post Oak Boulevard, Suite 5000

              Houston,
                Texas 77056-6118

              Attention:
                Jason P. Maxwell

              Facsimile:
                (713) 966-2075

              E-mail:
                Jason_Maxwell@hines.com

            
	
              Copy
                to:Hines REIT 2200 Ross Avenue LP

              c/o
                Hines Interests Limited Partnership

              717
                Texas, Suite 1500

              Houston,
                Texas 77002-2712

              Attention:
                Mark A. Cover

              Facsimile:
                (713) 237-5657

              E-mail:
                Mark_Cover@hines.com

            	
              Copy
                to:Baker Botts L.L.P.

              2001
                Ross Avenue, Suite 600

              Dallas,
                Texas 75201-2980

              Attention:
                Joel M. Overton Jr.

              Facsimile:
                (214) 661-4938

              E-mail:
                joel.overton@bakerbotts.com

            
	
              Seller:2200
                Ross Avenue, Suite 5400

              Dallas,
                Texas  75201

              Attention:  Michael
                J. McVean

              Telephone:
                (214) 267-0408

              Facsimile:
                (214) 267-0404

              E-mail:
                mmcvean@streamrealty.com

            	
              Copy
                to:Vinson & Elkins L.L.P.

              2001
                Ross Avenue, Suite 3700

              Dallas,
                Texas  75201

              Attention:
                Glenn Koury

              Telephone:
                (214) 220-7829

              Facsimile:
                (214) 999-7829

              E-mail:
                gkoury@velaw.com

            


    

     

    ARTICLE
      2

     

     

    PROPERTY

     

    2.1  Property.  Subject
      to the terms and conditions of this Agreement, Seller agrees to sell to
      Purchaser, and Purchaser agrees to purchase from Seller, the following property
      (collectively, the “Property”):

     

    2.1.1  Real
      Property.  The land described in Exhibit A hereto (the
      “Land”), together with (a) all improvements located
      thereon, but expressly excluding improvements and structures owned by any tenant
      or other third party (“Improvements”), (b) all right,
      title and interest of Seller, if any, in and to the rights, benefits,
      privileges, easements, tenements, hereditaments, and appurtenances thereon
      or in
      anywise appertaining thereto, and (c) all right, title, and interest of Seller,
      if any, in and to all strips and gores and any land lying in the bed of any
      street, road or alley, open or proposed, adjoining the Land (collectively,
      the
“Real Property”).

     

    2.1.2  Leases.  All
      of Seller’s right, title and interest in all leases of the Real Property (other
      than License Agreements), including leases which may be made by Seller after
      the
      Effective Date and prior to Closing as permitted by this Agreement (the
“Leases”).

     

    2.1.3  Tangible
      Personal Property.  All of Seller’s right, title and
      interest in the equipment, machinery, furniture, furnishings, supplies,
      marketing materials, brochures and other tangible personal property, if any,
      owned by Seller and now or hereafter located in and used in connection with
      the
      operation, ownership or management of the Real Property, but specifically
      excluding any items of personal property owned or leased by Seller’s property
      manager or tenants at or on the Real Property and further excluding any items
      of
      personal property owned by third parties and leased to Seller (collectively,
      the
“Tangible Personal Property”).

     

    2.1.4  Intangible
      Personal Property.  All of Seller’s right, title and
      interest, if any, in all intangible personal property related to the Real
      Property and the Improvements, including, without limitation:  all
      trade names and trade marks associated with the Real Property and the
      Improvements, including Seller’s rights and interests, if any, in the name of
      the Real Property (subject to the rights of JPMorgan Chase Bank, N.A. to use
      its
      name); the plans and specifications and other architectural and engineering
      drawings for the Improvements, if any (to the extent assignable); contract
      rights related to the operation, ownership or management of the Real Property
      that will remain in existence after Closing, including maintenance, service,
      construction, supply and equipment rental contracts, if any, but not including
      Leases or License Agreements (collectively, the “Service
      Contracts”) (but only to the extent assignable and Seller’s
      obligations thereunder are expressly assumed by Purchaser pursuant to this
      Agreement); warranties (to the extent assignable); governmental permits,
      approvals and licenses, if any (to the extent assignable); and telephone
      exchange numbers (to the extent assignable (all of the items described in this
      Section 2.1.4 collectively referred to
      as the “Intangible Personal
      Property”).  Tangible Personal Property and Intangible
      Personal Property shall not include (a) any appraisals or other economic
      evaluations of, or projections with respect to, all or any portion of the
      Property, including, without limitation, budgets prepared by or on behalf of
      Seller or any affiliate of Seller, (b) any documents, materials or information
      which are subject to attorney/client, work product or similar privilege, which
      constitute attorney communications with respect to the Property and/or Seller
      (except Dispute Related Documents, as defined below) or which are subject to
      a
      confidentiality agreement, and (c) any trade name, mark or other identifying
      material that includes the name “Stream,” “Stream Realty,” “Stream Realty
      Partners” or any derivative thereof.  As used herein,
“Dispute Related Documents” means any documents,
      materials or information relating to existing disputes with, or overtly
      threatened disputes of which Seller has received written notice from, tenants
      under Leases, licensees under License Agreements, or other parties to Service
      Contracts, in each case, that are assigned to and assumed by Purchaser at
      Closing and which disputes have not been resolved as of Closing and for which
      Seller has no obligation to defend after Closing under the terms of the
      Assignment (as defined herein) executed by Seller and Purchaser at Closing;
      provided, that the foregoing shall not constitute a wavier by Seller of any
      attorney/client privilege, attorney/client work product or similar
      privilege.

     

    2.1.5  License
      Agreements.  All of Seller’s right, title and interest in
      and to all agreements (other than Leases), if any, for the leasing or licensing
      of rooftop space or equipment, telecommunications equipment, cable access and
      other space, equipment and facilities that are located on or within the Real
      Property and generate income  to Seller as the owner of the Real
      Property, including agreements which may be made by Seller after the Effective
      Date and prior to Closing as permitted by this Agreement (the
“License Agreements”).  Anything in this
      Agreement to the contrary notwithstanding, Purchaser shall assume the
      obligations of the “lessor” or “licensor” under all License Agreements, some or
      all of which may be non-cancelable.

     

    ARTICLE
      3

     

    EARNEST
      MONEY

     

    3.1  Deposit
      and Investment of Earnest Money.  Within three Business
      Days after the Effective Date, Purchaser shall deposit the Non-Refundable
      Deposit and, in the event Purchaser has not elected to terminate this Agreement
      pursuant to Section 4.5, the
      Additional Deposit with Escrow Agent.  Escrow Agent shall invest the
      Earnest Money in government insured interest-bearing accounts satisfactory
      to
      Seller and Purchaser, shall not commingle the Earnest Money with any funds
      of
      Escrow Agent or others, and shall promptly provide Purchaser and Seller with
      confirmation of the investments made. All interest earned on the Earnest Money
      shall become a part thereof for all purposes hereunder.  Such account
      shall have no penalty for early withdrawal, and Purchaser accepts all risks
      with
      regard to such account.

     

    3.2  Independent
      Consideration.  If Purchaser elects to terminate this
      Agreement for any reason and is entitled to receive a return of any portion
      of
      the Earnest Money pursuant to the terms hereof, the Escrow Agent shall first
      disburse to Seller One Hundred and No/100 Dollars ($100.00) as independent
      consideration for Seller’s performance under this Agreement
      (“Independent Consideration”), which shall be retained
      by Seller in all instances.

     

    3.3  Form;
      Failure to Deposit.  The Earnest Money shall be in the
      form of a certified or cashier’s check or the wire transfer to Escrow Agent of
      immediately available U.S. federal funds.  If Purchaser fails to
      timely deposit any portion of the Earnest Money within the time periods required
      and such failure continues for two (2) Business Days after written notice
      thereof from Seller, Seller may terminate this Agreement by written notice
      to
      Purchaser, in which event any Earnest Money that has previously been deposited
      by Purchaser with Escrow Agent shall be immediately delivered to Seller and
      thereafter the parties hereto shall have no further rights or obligations
      hereunder, except for rights and obligations which, by their terms, survive
      the
      termination hereof.

     

    3.4  Disposition
      of Earnest Money.  The Earnest Money shall be applied as
      a credit to the Purchase Price at Closing, or if this transaction is not
      consummated, the Earnest Money shall be disbursed in accordance with the
      provisions of this Agreement.

     

    ARTICLE
      4

     

    DUE
      DILIGENCE

     

    4.1  Due
      Diligence Materials To Be Delivered.  Seller shall
      deliver to Purchaser the following (the “Property
      Information”) on or before the Property Information Delivery
      Date:

     

    4.1.1  Rent
      Roll.  A current rent roll in Seller’s standard form
      (“Rent Roll”) for the Property;

     

    4.1.2  Tenant
      Billings.  Copies of tenant billings for the current year
      and for years 2006, 2005 (to the extent in the possession of Seller or its
      property manager) and 2004 (to the extent in the possession of Seller or its
      property manager);

     

    4.1.3  Contraction
      Option Report.  A schedule of contraction options of
      tenants under Leases in effect as of a date no earlier than two (2) Business
      Days prior to the Effective Date;

     

    4.1.4  Termination
      Option Report.  A schedule of termination options of
      tenants under Leases in effect as of a date no earlier than two (2) Business
      Days prior to the Effective Date;

     

    4.1.5  Tenant
      Improvement/Leasing Commission/Rental Concession
      Report.  A schedule of outstanding tenant improvements,
      leasing commissions and rental concessions (e.g., free, reduced or
      abated rent) under Leases in effect as of a date no earlier than two (2)
      Business Days prior to the Effective Date;

     

    4.1.6  Tenancy
      Report.  A report or diagram depicting space leased in
      the Improvements as of a date no earlier than two (2) Business Days prior to
      the
      Effective Date;

     

    4.1.7  Leases.  Copies
      of all Leases in effect as of the Effective Date (or, at Seller’s option, Seller
      may make the Leases available for review by Purchaser at the offices of Seller’s
      property manager as provided in Section 4.2 below);

     

    4.1.8  Financial
      Information.  Copies of (a) Seller’s budget for the
      Property for the year 2007, (b) the general ledger for the Property for the
      year 2006 (separately for the respective periods of ownership of Seller’s
      predecessor in title, The Equitable-Nissei Dallas Company, and Seller),
      operating statements pertaining to the Property for the years 2003 through
      2006
      and a year-to-date operating statement for the year 2007 through August 2007),
      (c) a schedule of amortized costs for the Property, and (d) an ARGUS
      cash flow model (with assumptions) for the Property;

     

    4.1.9  Plans
      and Specifications.  Copies of structural, electrical,
      mechanical and architectural drawings for the Improvements;

     

    4.1.10  Floor
      Plans.  Copies of floor plans for the
      Improvements;

     

    4.1.11  Environmental
      Reports.  A copy of any environmental reports or site
      assessments related to the Property;

     

    4.1.12  Tax
      Statements.  A copy of ad valorem tax statements relating
      to the Property for the current tax period;

     

    4.1.13  Service
      Contracts.  A list, together with copies, of Service
      Contracts;

     

    4.1.14  Personal
      Property.  A list of Tangible Personal
      Property;

     

    4.1.15  License
      Agreements.  A list, together with copies, of any License
      Agreements; and

     

    4.1.16  Skybridge
      Agreements.  Copies of the easement agreements relating
      to the skybridge connecting the Property to other commercial properties in
      downtown Dallas.

     

    Seller’s
      obligations to deliver the items listed in Subsections 4.1.2 (as to the years 2004 and 2005),
4.1.8(b)(as
      to years prior to 2006), 4.1.11 and 4.1.12
      shall be limited to the extent such
      items are in the possession of Seller or its property management
      company.

     

    4.2  Due
      Diligence Materials To Be Made Available.  To the extent
      such items are in Seller’s possession and not required to be delivered to
      Purchaser under Section 4.1, Seller
      shall make available to Purchaser for Purchaser’s review at the offices of
      Seller’s property manager or on the Diligence Website (as defined below), the
      following items and information (the “Additional Property
      Information”) on or before the Property Information Delivery Date,
      and Purchaser at its expense shall have the right to make copies of
      same:

     

    4.2.1  Lease
      Files.  The lease files for all tenants, including
      correspondence, the Leases, amendments, guaranties, any letter agreements and
      assignments which are then in effect (“Lease
      Files”);

     

    4.2.2  Maintenance
      Records and Warranties.  Maintenance work orders for the
      12 months preceding the Effective Date and unexpired warranties, if any, on
      roofs, air conditioning units, fixtures and equipment;

     

    4.2.3  Licenses,
      Permits and Certificates of Occupancy.  Licenses, permits
      and certificates of occupancy relating to the Property; and

     

    4.2.4  Additional
      Due Diligence Materials.  The additional documents and
      materials described on Exhibit J
      hereto. Notwithstanding anything to the contrary herein or in Exhibit J hereto, such additional
      documents and materials must relate exclusively to the ownership, operation
      or
      maintenance of the Property, as distinguished from Seller, as an entity, or
      its
      direct or indirect owners (thus excluding, by way of example and not by way
      of
      limitation, entity formation documents, constituent documents, tax returns
      and
      other filings relating to Seller or any of its direct or indirect owners, loan
      documents) and shall not include any items that are excluded from the definition
      of any component of the Property described in Sections 2.1.1 through 2.1.5).

     

    4.3  Acknowledgment
      by Purchaser; Diligence Website.

     

    4.3.1  Acknowledgment.  Purchaser
      hereby acknowledges that (a) all Property Information and the Additional
      Property Information may be delivered through the Diligence Website (as defined
      below), other than hard copies of the Survey and Title Commitment documents
      or
      as otherwise customary, and (b) Purchaser will be deemed to have knowledge
      of all Property Information and Additional Property Information Seller has
      posted to the Diligence Website prior to the Closing provided all such Property
      Information and Additional Property Information remains posted on the Diligence
      Website and accessible by Purchaser at all times through the Closing, and
      provided Seller promptly notifies Purchaser of all updates, additions or changes
      to information and materials posted on the Diligence Website.

     

    4.3.2  Diligence
      Website.  Notwithstanding any provision of this Agreement
      to the contrary, in any case in which this Agreement requires Seller to deliver,
      issue, make available, or cause to be delivered, issued, or made available,
      the
      Property Information or Additional Property Information to Purchaser, such
      items
      shall be deemed delivered to Purchaser upon the first to occur of
      (a) actual delivery, or (b) when such items are posted to the Internet
      diligence website for the Property at http://www.rcm1.com (the
“Diligence Website”) and written notice from Seller to
      Purchaser of such posting is received by Purchaser.  Purchaser has
      been given a private direct link to the Diligence Website or an exclusive access
      code (the “Diligence URL/Password”) and agrees and
      acknowledges that it has the sole responsibility to retrieve all items from
      the
      Diligence Website for all purposes hereunder.

     

    4.4  Physical
      Due Diligence.  Commencing on the Effective Date and
      continuing until the Closing or earlier termination of this Agreement, Purchaser
      shall have reasonable access to the Property at all reasonable times
      during  normal business hours, upon appropriate notice to tenants as
      permitted or required under the Leases, for the purpose of conducting reasonably
      necessary tests, including surveys and architectural, engineering, geotechnical
      and environmental inspections and tests, provided that (a) Purchaser must give
      Seller two full Business Days’ prior telephone or written notice of any such
      inspection or test, and with respect to any intrusive inspection or test (i.e.,
      core sampling) must obtain Seller’s prior written consent, which consent may be
      given, withheld or conditioned in Seller’s sole discretion, provided, that if
      any Phase I environmental site assessment obtained by Purchaser (or on which
      Purchaser is permitted to rely under a reliance letter) recommends (or if
      Purchaser’s environmental consultant, Terracon, Inc., otherwise recommends)
      additional environmental testing with respect to the Land or Improvements based
      on the actual presence or reasonably suspected presence or release of any
      recognized environmental condition that was not referred to in any environmental
      report, assessment or related document among the Property Documents, then Seller
      shall not unreasonably withhold, condition or delay its consent to the
      performance of such additional recommended testing, (b) prior to performing
      any
      inspection or test, Purchaser must deliver a certificate of insurance to Seller
      evidencing that Purchaser and its contractors, agents and representatives have
      in place (and Purchaser and its contractors, agents and representatives shall
      maintain during the pendency of this Agreement) (1) commercial general liability
      insurance with limits of at least Two Million Dollars ($2,000,000) per
      occurrence for bodily or personal injury or death or damage to property, (2)
      contractual liability insurance with respect to Purchaser’s obligations
      hereunder, and (3) workers’ compensation insurance in accordance with applicable
      law, all covering any accident arising in connection with the presence of
      Purchaser, its contractors, agents and representatives on the Property, which
      insurance shall (A) with respect to the insurance under clause (1), name as
      additional insureds thereunder Seller and such other parties holding insurable
      interests as Seller may designate and (B) be written by a reputable insurance
      company having a rating of at least “A:V” by Best’s Rating Guide (or a
      comparable rating by a successor rating service), and (C) with respect to the
      insurance under clause (1), shall otherwise be reasonably acceptable to Seller,
      and (c) all such tests shall be conducted by Purchaser in compliance with
      Purchaser’s responsibilities set forth in Section 4.10 below.  Purchaser shall bear
      the cost of all such inspections or tests and shall be responsible for and
      act
      as the generator with respect to any wastes generated by those tests, which
      obligation shall survive the termination of this Agreement for a period of
      two
      (2) years.  Subject to the provisions of Section 4.8 hereof, Purchaser or Purchaser’s
      representatives may communicate with any tenant; provided, however, Purchaser
      must contact Seller at least one full Business Day in advance by telephone
      to
      inform Seller of Purchaser’s intended communication with any tenant and to allow
      Seller the opportunity to participate in such communication if Seller
      desires.  Subject to the provisions of Section 4.8 hereof, Purchaser or Purchaser’s
      representatives may communicate with any governmental authority for the sole
      purpose of gathering information in connection with the transaction contemplated
      by this Agreement; provided, however, Purchaser must contact Seller at least
      one
      full Business Day in advance by telephone to inform Seller of Purchaser’s
      intended communication with any governmental authority and to allow Seller
      the
      opportunity to participate in such communication if Seller
      desires.  As used in this Section, “communicate” and “communication”
shall mean the initiation of, response to, or sharing or exchange of
      information, knowledge or messages, whether by oral, written or electronic
      methods or media, or by any other means for the purpose of knowingly subverting
      the provisions of this Section regarding Purchaser’s obligations to provide
      Seller with prior notice of such communication and Seller’s ability to
      participate in such communication.

     

    4.5  Due
      Diligence/Termination Right.  Purchaser shall have
      through the last day of the Inspection Period in which to (a) examine, inspect,
      and investigate the Property Information and the Additional Property Information
      (collectively, the “Property Documents”) and the
      Property and, in Purchaser’s sole and absolute judgment and discretion,
      determine whether the Property is acceptable to Purchaser, (b) obtain all
      necessary internal approvals, and (c) satisfy all other contingencies of
      Purchaser.  Notwithstanding anything to the contrary in this
      Agreement, Purchaser may terminate this Agreement for any reason or no reason
      by
      giving written notice of termination to Seller and Escrow Agent (the
“Due Diligence Termination Notice”) on or before the
      last day of the Inspection Period.  If Purchaser timely gives a Due
      Diligence Termination Notice, the Non-Refundable Deposit shall be immediately
      disbursed to Seller and the remaining balance of the Earnest Money shall be
      immediately returned to Purchaser, and the parties hereto shall have no further
      rights or obligations, other than those that by their terms survive the
      termination of this Agreement.  If Purchaser does not timely give a
      Due Diligence Termination Notice, this Agreement shall continue in full force
      and effect, Purchaser shall be deemed to have waived its right to terminate
      this
      Agreement pursuant to this Section 4.5,
      and Purchaser shall be deemed to have acknowledged that it has received or
      had
      access to all Property Documents and conducted all inspections and tests of
      the
      Property that it considers important.  If Purchaser timely gives a Due
      Diligence Termination Notice but does not deposit the Non-Refundable Deposit
      as
      required by Section 3.1, Purchaser shall
      be obligated to pay the Non-Refundable Deposit to Seller and Seller shall have
      the right to recover the Non-Refundable Deposit from Purchaser, anything herein
      to the contrary notwithstanding.

     

    4.6  Return
      of Documents and Reports.  As additional consideration
      for the transaction contemplated herein, Purchaser shall provide to Seller,
      immediately following receipt of same by Purchaser, copies of all third party
      reports, investigations and studies, other than economic analyses (collectively,
      the “Reports” and, individually, a
“Report”) prepared for Purchaser
      in connection with its
      due diligence review of the Property, including, without limitation, any and
      all
      Reports involving structural or geological conditions, environmental, hazardous
      waste or hazardous substances contamination of the Property, if any, which
      Reports shall be addressed to both Seller and Purchaser at no cost to
      Seller.  The Reports shall be delivered to Seller without any
      representation or warranty as to the completeness or accuracy of the Reports
      or
      any other matter relating thereto.  Additionally, if Purchaser
      terminates this Agreement, Purchaser shall return to Seller (or if such return
      is not practicable, Purchaser shall destroy [and shall certify to Seller in
      writing that Purchaser has destroyed]) all Property Documents delivered by
      Seller to Purchaser (or downloaded, copied or printed by Purchaser from the
      Diligence Website on any media) and copies thereof within three Business Days
      after such termination. Purchaser’s obligation to deliver the Property Documents
      and the Reports to Seller shall survive the termination of this Agreement for
      a
      period of two (2) years.

     

    4.7  Service
      Contracts.  On or prior to the last day of the Inspection
      Period, Purchaser will advise Seller in writing of which Service Contracts
      it
      will assume and for which Service Contracts Purchaser requests that Seller
      deliver written termination at or prior to Closing, provided Seller shall have
      no obligation to terminate, and Purchaser shall be obligated to assume the
      elevator Service Contracts and the Reliant Energy electric Service Contract
      (it
      being agreed that Purchaser may elect to require Seller to terminate all other
      Service Contracts as provided above).  Seller shall deliver at Closing
      notices of termination of all Service Contracts that are not so
      assumed.  Purchaser must assume the obligations arising from and after
      the Closing Date under those Service Contracts (a) that Purchaser has agreed
      to
      assume, or that Purchaser is obligated to assume pursuant to this Section 4.7, and (b) for which a termination
      notice
      is delivered as of or prior to Closing but for which termination is not
      effective until after Closing.

     

    4.8  Proprietary
      Information; Confidentiality.  Purchaser acknowledges
      that the Property Documents and the Diligence URL/Password are proprietary
      and
      confidential and will be delivered to Purchaser solely to assist Purchaser
      in
      determining the feasibility of purchasing the Property.  Purchaser
      shall not use the Property Documents or the Diligence URL/Password for any
      purpose other than as set forth in the preceding sentence.  Purchaser
      shall not disclose the contents of the Property Documents or the Diligence
      URL/Password to any person other than to those persons who are responsible
      for
      determining the feasibility of Purchaser’s acquisition or financing of the
      Property (including, without limitation, Purchaser’s and its lenders attorneys
      and consultants) and who have agreed to preserve the confidentiality of such
      information as required hereby (collectively, “Permitted Outside
      Parties”).  At any time and from time to time, within two
      Business Days after Seller’s request, Purchaser shall deliver to Seller a list
      of all parties to whom Purchaser has provided any Property Documents or the
      Diligence URL/Password or any information taken from the Property Documents
      or
      the Diligence Website.  Purchaser shall not divulge the contents of
      the Property Documents, the Diligence URL/Password or other information except
      in strict accordance with the confidentiality standards set forth in this
      Section 4.8.  In permitting
      Purchaser to review the Property Documents or any other information or in
      granting Purchaser access to the Diligence Website, Seller has not waived any
      privilege or claim of confidentiality with respect thereto, and no third party
      benefits or relationships of any kind, either express or implied, have been
      offered, intended or created.  Purchaser’s obligations under this
      Section 4.8 shall survive the
      termination of this Agreement for a period of two (2)
      years.  Notwithstanding the foregoing and notwithstanding the
      provisions of Section 12.14, Purchaser
      (its affiliates or any entity advised by Purchaser's affiliates) shall be
      permitted to disclose this transaction and/or the terms of this transaction
      and
      information in the Property Documents in any document as may be necessary to
      comply with any applicable federal or state securities laws, rules, or
      regulations or to comply with the requirements of the Securities and Exchange
      Commission.

     

    4.9  No
      Representation or Warranty by Seller.  Purchaser
      acknowledges that, except as expressly set forth in this Agreement, Seller
      has
      not made and does not make any warranty or representation regarding the truth,
      accuracy or completeness of the Property Documents or the source(s)
      thereof.  Purchaser further acknowledges that some if not all of the
      Property Documents were prepared by third parties other than
      Seller.  Except as expressly set forth in this Agreement, Seller
      expressly disclaims any and all liability for representations or warranties,
      express or implied, statements of fact and other matters contained in such
      information, or for omissions from the Property Documents, or in any other
      written or oral communications transmitted or made available to
      Purchaser.  Except as expressly set forth in this Agreement, Purchaser
      shall rely solely upon its own investigation with respect to the Property,
      including, without limitation, the Property’s physical, environmental or
      economic condition, compliance or lack of compliance with any ordinance, order,
      permit or regulation or any other attribute or matter relating
      thereto.  Seller has not undertaken any independent investigation as
      to the truth, accuracy or completeness of the Property Documents and are
      providing the Property Documents solely as an accommodation to
      Purchaser.

     

    4.10  Purchaser’s
      Responsibilities.  In conducting any inspections,
      investigations or tests of the Property and/or Property Documents, Purchaser
      and
      its agents and representatives shall:  (a) not unreasonably disturb
      the tenants or unreasonably interfere with their use of the Property pursuant
      to
      their respective Leases; (b) not unreasonably interfere with the operation
      and
      maintenance of the Property; (c) not damage any part of the Property or any
      personal property owned or held by any tenant or any third party; (d) not injure
      or otherwise cause bodily harm to Seller or its agents, guests, invitees,
      contractors and employees or any tenants or their guests or invitees; (e) comply
      with all applicable laws; (f) promptly pay when due the costs of all tests,
      investigations, and examinations done with regard to the Property; (g) not
      permit any liens to attach to the Real Property by reason of the exercise of
      its
      rights hereunder; (h) repair any damage to the Real Property resulting directly
      or indirectly from any such inspection or tests; and (i) not reveal or disclose
      prior to Closing any information obtained during the Inspection Period
      concerning the Property and the Property Documents or the Diligence URL/Password
      to anyone other than the Permitted Outside Parties, in accordance with the
      confidentiality standards set forth in Section 4.8 above, or except as may be otherwise
      required by law or permitted by said Section 4.8.  Purchaser’s obligations
      under this Section 4.10 shall survive
      the termination of this Agreement for a period of two (2) years and shall
      survive the Closing for a period of two (2) years.

     

    4.11  Purchaser’s
      Agreement to Indemnify.  Purchaser hereby agrees to
      indemnify, defend and hold Seller harmless from and against any and all liens,
      claims, causes of action, damages, liabilities and expenses (including
      reasonable attorneys’ fees) arising out of Purchaser’s inspections or tests
      permitted under this Agreement or any violation of the provisions of Sections
4.4, 4.8
      and 4.10; provided, that the indemnity shall
      not extend to protect Seller from any pre-existing liabilities for matters
      merely discovered by Purchaser (i.e., latent environmental contamination) so
      long as Purchaser’s actions do not aggravate any pre-existing liability of
      Seller.  Purchaser’s obligations under this Section 4.11 shall survive for a period of two
      (2)
      years after the termination of this Agreement and shall survive the Closing
      for
      a period of two (2) years.

     

    ARTICLE
      5

     

    TITLE
      AND SURVEY

     

    5.1  Title
      Commitment.  Seller shall cause to be prepared and
      delivered to Purchaser on or before the Title Commitment Delivery
      Date:  (a) a current commitment for title insurance or preliminary
      title report (the “Title Commitment”) issued by the
      Title Company, in the amount of the Purchase Price and on a Texas T-1 Form
      commitment, with Purchaser as the proposed insured, and (b) copies of all
      documents of record referred to in the Title Commitment as exceptions to title
      to the Property.

     

    5.2  Updated
      Survey.  On or before the Title Commitment Delivery Date,
      Seller shall deliver to Purchaser a copy of the most-current survey of the
      Real
      Property in Seller’s possession (the
“Survey”).  Purchaser may revise, modify or
      recertify the Survey as necessary in order for the Title Company to modify
      the
      survey exception in the Title Policy to the extent permitted by applicable
      rules
      of the Texas State Board of Insurance or otherwise satisfy Purchaser’s
      objectives.

     

    5.3  Title
      Review.  During the Title and Survey Review Period,
      Purchaser shall review title to the Property as disclosed by the Title
      Commitment and the Survey.  Seller shall have no obligation to cure
      title objections, except liens (including, without limitation, mortgage, deed
      of
      trust and other financing liens, mechanic’s and materialmen’s liens, and tax and
      assessment liens [other than any such liens for taxes not yet due and payable])
      of an ascertainable amount created by, under or through Seller (collectively,
      “Seller Liens”), which Seller Liens Seller shall cause
      to be released (or bond or insure around, in the case of any such mechanic’s and
      materialmen’s liens) at Seller’s sole cost and expense at or prior to Closing
      (with Seller having the right to apply the Purchase Price or a portion thereof
      for such purpose), and Seller shall deliver the Property free and clear of
      any
      such Seller Liens.  Seller further agrees to remove any exceptions or
      encumbrances to title which are voluntarily created by, under or through Seller
      after the Effective Date without Purchaser’s consent.  The term
“Permitted Exceptions” shall mean:  the
      specific exceptions (excluding exceptions that are part of the promulgated
      title
      insurance form) in the Title Commitment that the Title Company has not agreed
      to
      remove from the Title Commitment as of the end of the Title and Survey Review
      Period and that Seller is not required to remove as provided above; matters
      created by, through or under Purchaser; items shown on the Survey which have
      not
      been removed as of the end of the Inspection Period; real estate taxes not
      yet
      due and payable; and rights of tenants under the Leases, as tenants only,
      without any right or option to purchase the Property, and rights of licensees
      under the License Agreements.

     

    5.4  Delivery
      of Title Policy at Closing.  In the event that the Title
      Company does not issue at Closing, or unconditionally and irrevocably commit
      at
      Closing to issue, to Purchaser, an owner’s title policy in accordance with the
      Title Commitment, insuring Purchaser’s fee simple title to the Real Property in
      the amount of the Purchase Price, subject only to the standard exceptions and
      exclusions from coverage contained in such policy and the Permitted Exceptions
      (the “Title Policy”), Purchaser shall have the right to
      terminate this Agreement, in which case the Earnest Money shall be immediately
      returned to Purchaser, and the parties hereto shall have no further rights
      or
      obligations, other than those that by their terms survive the termination of
      this Agreement.

     

    ARTICLE
      6

     

    OPERATIONS
      AND RISK OF LOSS; TENANT ESTOPPELS; SKYBRIDGE
      ESTOPPELS

     

    6.1  Ongoing
      Operations.  From the Effective Date through
      Closing:

     

    6.1.1  Leases,
      Service Contracts and License Agreements.  Seller will
      perform its material obligations under the Leases, Service Contracts and License
      Agreements.

     

    6.1.2  New
      Contracts.  Except as provided in Section 6.1.4, Seller will not enter
      into any
      contract that will be an obligation affecting the Property subsequent to the
      Closing, except contracts entered into in the ordinary course of business that
      are terminable without cause and without the payment of any termination penalty
      on not more than 30 days’ prior notice.

     

    6.1.3  Maintenance
      of Improvements; Insurance; Removal of Personal
      Property.  Subject to Sections 6.2 and 6.3,
      Seller shall maintain or cause the
      tenants under the Leases to maintain all Improvements substantially in their
      present condition (ordinary wear and tear and casualty excepted) and in a manner
      consistent with Seller’s maintenance of the Improvements during Seller’s period
      of ownership.  Seller shall maintain existing insurance coverage in
      full force and effect.  Seller shall not materially modify its
      property management practices, defer maintenance or otherwise materially change
      its operating procedures with respect to the Property; provided, that the
      foregoing shall not prohibit Seller from complying with or observing the
      requirements or conditions of the loan documents relating to Seller’s financing
      with respect to the Property.  Seller will not remove any Tangible
      Personal Property except as may be required for necessary repair or replacement,
      and replacement shall be of approximately equal quality and quantity as the
      removed item of Tangible Personal Property.

     

    6.1.4  Leasing;
      License Agreements.  Except as provided in Section 7.3.10, Seller will not amend
      or terminate
      any existing Lease or License Agreement or enter into any new Lease or new
      License Agreement without providing Purchaser (a) all relevant supporting
      documentation, including, without limitation, tenant financial information
      to
      the extent in Seller’s possession, and (b) Seller’s written request for
      Purchaser’s approval.  Purchaser agrees to give Seller written notice
      of approval (which Purchaser agrees not to unreasonably withhold or delay)
      or
      disapproval of a proposed amendment or termination of a Lease or License
      Agreement or new Lease or new License Agreement within three (3) Business Days
      after Purchaser’s receipt of the items in Sections 6.1.4(a) and 6.1.4(b).  If
      Purchaser does not
      respond to Seller’s request within such time period, then Purchaser will be
      deemed to have approved such amendment, termination or new Lease or new License
      Agreement.

     

    6.1.5  High
      Desert Lease.  Purchaser has approved the terms and
      conditions of the Lease to be entered into (or entered into prior to the
      Effective Date, as applicable) by Seller with High Desert Energy Group, LLC,
      as
      tenant, and agrees that Purchaser shall be solely responsible for all Leasing
      Costs in connection with such Lease as provided in Section 8.2 (and without any credit from
      Seller).

     

    6.2  Damage.  If
      prior to Closing the Property is damaged by fire or other
      casualty,  Seller shall obtain from an independent engineer a good
      faith estimate of the cost to repair and the time required to complete repairs
      and will provide Purchaser written notice of such estimation (the
“Casualty Notice”) as soon as reasonably possible after
      the occurrence of the casualty.

     

    6.2.1  Material.  In
      the event of any Material Damage to or destruction of the Property or any
      portion thereof prior to Closing, Purchaser may, at its option, terminate this
      Agreement by delivering written notice to Seller on or before the expiration
      of
      thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser
      (and if necessary, the Closing Date shall be extended to give Purchaser the
      full
      30-day period to make such election and to obtain insurance settlement
      agreements with Seller’s insurers).  Upon any such termination, the
      Earnest Money shall be returned to Purchaser and the parties hereto shall have
      no further rights or obligations hereunder, other than those that by their
      terms
      survive the termination of this Agreement.  If Purchaser does not
      elect to terminate this Agreement within said 30-day period, then Purchaser
      shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under
      this Agreement and close on schedule (subject to extension of Closing as
      provided above), and as of Closing Seller shall assign to Purchaser, without
      representation or warranty by or recourse against Seller, all of Seller’s rights
      in and to any resulting insurance proceeds (including any rent loss or business
      interruption insurance applicable to any period on and after the Closing Date)
      due Seller as a result of such damage or destruction and Purchaser shall assume
      full responsibility for all needed repairs, and Purchaser shall receive a credit
      at Closing for any deductible amount (or any applicable self-insured retention
      amount) under such insurance policies (but the amount of the deductible plus
      insurance proceeds shall not exceed the sum of (a) the lesser of
      (1) the actual cost of repair or (2) the Purchase Price, plus
      (b) a pro rata share of the rental or business loss proceeds, if
      any).  For the purposes of this Agreement, “Material
      Damage” and “Materially Damaged” means
      damage which (A) exceeds 1% of the Purchase Price to repair, or
      (B) would otherwise permit any Key Tenant to terminate its Lease under the
      terms thereof (unless such termination right is fully and irrevocably waived
      by
      such tenant with respect to the applicable damage in question).

     

    6.2.2  Not
      Material.  If the Property is not Materially Damaged,
      then Purchaser shall not have the right to terminate this Agreement, and Seller
      shall, at its option, either (a)  repair the damage before the Closing
      in a manner reasonably satisfactory to Purchaser (and if necessary, Seller
      may
      extend the Closing Date up to thirty (30) days to complete such repairs), or
      (b)
      credit Purchaser at Closing for the reasonable cost to complete the repair
      (in
      which case Seller shall retain all insurance proceeds (other than a pro rata
      share of the rental or business loss proceeds payable under insurance policies
      for any period from and after the Closing Date, which shall be credited to
      Purchaser) and Purchaser shall assume full responsibility for all needed
      repairs).

     

    6.3  Condemnation.  If
      proceedings in eminent domain are instituted with respect to the Property or
      any
      portion thereof, Purchaser may, at its option, by written notice to Seller
      given
      within ten (10) days after Seller notifies Purchaser of such proceedings (and
      if
      necessary the Closing Date shall be automatically extended to give Purchaser
      the
      full ten (10)-day period to make such election), either:  (a)
      terminate this Agreement, in which case the Earnest Money shall be immediately
      returned to Purchaser and the parties hereto shall have no further rights or
      obligations, other than those that by their terms survive the termination of
      this Agreement, or (b) proceed under this Agreement, in which event Seller
      shall, at the Closing, assign to Purchaser its entire right, title and interest
      in and to any condemnation award, and Purchaser shall have the sole right after
      the Closing to negotiate and otherwise deal with the condemning authority in
      respect of such matter.  If Purchaser does not give Seller written
      notice of its election within the time required above, then Purchaser shall
      be
      deemed to have elected option (b)
      above.

     

    6.4  Tenant
      Estoppels.  It is a condition precedent to Purchaser’s
      obligation to proceed to close hereunder that, on or before the date that is
      three (3) Business Days prior to the Closing Date (the “Estoppel
      Deadline”) Seller shall have received and provided to Purchaser
      estoppel certificates, substantially in the form attached hereto as Exhibit F without material
      modification (except such certificate need only comply with the provisions
      of
      any Lease that specify the form or content of an estoppel to be delivered by
      the
      tenant thereunder) (each, a “Tenant Estoppel”) from the
      Key Tenants (as defined in the Basic Provisions) and from other tenants which
      in
      the aggregate, together with the Key Tenants, lease at least seventy-five
      percent (75%) of the rentable square footage of the Improvements leased to
      all
      tenants (the “Required Estoppel Percentage”), all in
      accordance with and subject to the provisions of this Section 6.4.  Seller will furnish
      Purchaser copies of Tenant Estoppels promptly following receipt.  In
      the event that Seller is unable to deliver the Required Estoppel Percentage
      of
      Tenant Estoppels on or before the Estoppel Deadline, Seller, at its sole option,
      may execute an estoppel certificate in substantially the form attached hereto
      as
Exhibit F (except such
      certificate need only comply with the provisions of any Lease that specify
      the
      form or content of an estoppel to be delivered by the tenant thereunder) (each,
      a “Seller Estoppel”) on behalf of the tenants necessary
      to meet the Required Estoppel Percentage and deliver same to Purchaser on or
      before the Estoppel Deadline; provided, that (a) Seller’s liability under
      any such Seller Estoppel so executed and delivered by Seller shall cease and
      terminate upon the earlier of the receipt by Purchaser following the Closing
      of
      a duly executed Tenant Estoppel from the applicable tenant or the date that
      is
      nine (9) months after the Closing Date, (b) Seller shall not be permitted
      to execute a Tenant Estoppel on behalf of any Key Tenant, (c) Seller shall
      not be permitted to execute Tenant Estoppels for other tenants (i.e., non-Key
      Tenants) under leases covering more than ten percent (10%) of the total rentable
      square footage of the Improvements leased to all such other tenants, and
      (d) any Seller Estoppel shall be expressly subject to the limitations set
      forth in Sections 9.3 and 9.4
      of this Agreement.  Subject
      to the preceding sentence, each Seller Estoppel shall survive
      Closing.  If Seller is unable to provide Purchaser with Tenant
      Estoppels (and does not elect to provide a Seller Estoppel) for the Required
      Estoppel Percentage of Tenant Estoppels in compliance with the provisions of
      this Section 6.4, then Purchaser, as its
      sole remedies and recourses, may either (1) waive the estoppel requirement
      and proceed to Closing without any reduction in the Purchase Price or
      (2) terminate this Agreement by immediate written notice thereof to Seller,
      whereupon the Earnest Money shall be immediately returned to Purchaser, and
      the
      parties hereto shall have no further rights or obligations, other than those
      that by their terms survive the termination of this Agreement.  An
      estoppel from a Tenant shall not constitute a “Tenant Estoppel” under this
      Section 6.4 if: (A) the terms
      of the lease and other agreements confirmed by the estoppel are materially
      different from the terms in the Property Documents; (B) the tenant modifies
      any of the statements which discloses materially adverse matters and about
      which
      Purchaser had not received written notice prior to the expiration of the
      Inspection Period, or (C) the tenant indicates any of the following which
      has not been previously disclosed to Purchaser in writing prior to the
      expiration of the Inspection Period: (i) that Seller is in material default
      pursuant to the respective Lease, (ii) that the tenant as a material claim
      or material offset right for which Seller is unwilling or unable to give
      Purchaser a credit in cash at Closing, or (iii) that there is a material
      dispute.

     

    Additionally,
      Seller hereby agrees to deliver to each of the tenants under the Leases
      Purchaser’s (or its lender’s) form of subordination, non-disturbance and
      attornment agreement, which shall not be factually inaccurate or contain any
      manifest, errors provided that in no event shall the receipt of such
      subordination, non-disturbance or attornment agreements by Purchaser or its
      lender be a condition to Closing.

     

    6.5  Skybridge
      Estoppels.  Seller shall use commercially reasonable
      efforts to obtain and deliver to Purchaser prior to the expiration of the
      Inspection Period estoppel certificates, in the form attached as Exhibit K hereto (the
“Skybridge Estoppels”),
      from the other parties to the
      skybridge agreements described in Section 4.1.16, provided, that Seller shall not
      be
      obligated to expend any funds (other than de minimis costs such as
      postage, courier fees, facsimile and telephone toll charges, etc., and any
      fees
      of Seller’s attorneys related to the preparation of such estoppels) in
      connection with obtaining any of the Skybridge
      Estoppels.  Notwithstanding anything herein to the contrary, it shall
      not be a condition to Purchaser’s obligation to close hereunder that Seller
      deliver the Skybridge Estoppels to Purchaser, and in no event shall the failure
      of any Skybridge Estoppel to be delivered to Purchaser be deemed a default
      by
      Seller hereunder. Additionally, Seller shall reasonably cooperate (at no
      material expense to Seller) with Purchaser in Purchaser’s efforts to obtain
      similar estoppel letters from the City of Dallas with respect to the City of
      Dallas Ordinances relating to the skybridges and with respect to the City of
      Dallas Ordinance relating to the planter boxes along Ross Avenue, San Jacinto
      Street and Pearl Street and to the rotunda step encroachment along Ross Avenue;
      provided, that it shall not be a condition to Purchaser’s obligation to close
      hereunder that Purchaser obtain any such estoppel letter from the City of
      Dallas.

     

    ARTICLE
      7

     

    CLOSING

     

    7.1  Closing.  The
      consummation of the transaction contemplated herein
      (“Closing”) shall occur on the Closing Date at the
      offices of Escrow Agent (or such other location as may be mutually agreed upon
      by Seller and Purchaser).  Funds shall be deposited into and held by
      Escrow Agent in a closing escrow account with a bank satisfactory to Purchaser
      and Seller.  Upon satisfaction or completion of all closing conditions
      and deliveries, the parties shall direct Escrow Agent to immediately record
      and
      deliver the closing documents to the appropriate parties and make disbursements
      according to the closing statements executed by Seller and
      Purchaser.

     

    7.2  Conditions
      to Parties’ Obligation to Close.

     

    7.2.1  Conditions
      to Seller’s Obligation.  In addition to all other
      conditions set forth herein, the obligation of Seller to consummate the
      transactions contemplated hereunder are conditioned upon the
      following:

     

    (a)  Representations
      and Warranties.  Purchaser’s representations and
      warranties contained herein shall be true and correct in all material respects
      as of the Effective Date and the Closing Date, except that representations
      and
      warranties made as of, or limited by, a specific date (including the Effective
      Date, if so specified or limited), which will be true and correct in all
      material respects as of the specified date or as limited by the specified
      date;

     

    (b)  Deliveries.  As
      of the Closing Date, Purchaser shall have tendered all deliveries to be made
      at
      Closing pursuant to Sections 7.4
      and 7.5; and

     

    (c)  Actions,
      Suits, etc.  There shall exist no pending or threatened
      actions, suits, arbitrations, claims, attachments, proceedings, assignments
      for
      the benefit of creditors, insolvency, bankruptcy, reorganization or other
      proceedings, against Purchaser that would materially and adversely affect
      Purchaser’s ability to perform its obligations under this
      Agreement.

     

    7.2.2  Conditions
      to Purchaser’s Obligation.  In addition to all other
      conditions set forth herein, the obligation of Purchaser to consummate the
      transactions contemplated hereunder are conditioned upon the
      following:

     

    (a)  Representations
      and Warranties.  Seller’s representations and warranties
      contained herein shall be true and correct in all material respects as of the
      Effective Date and the Closing Date, except that representations and warranties
      made as of, or limited by, a specific date (including the Effective Date, if
      so
      specified or limited), which will be true and correct in all material respects
      as of the specified date or as limited by the specified date;

     

    (b)  Deliveries.  As
      of the Closing Date, Seller shall have tendered all deliveries to be made at
      Closing pursuant to Sections 7.3
      and 7.5;

     

    (c)  Actions,
      Suits, etc.  There shall exist no pending or threatened
      actions, suits, arbitrations, claims, attachments, proceedings, assignments
      for
      the benefit of creditors, insolvency, bankruptcy, reorganization or other
      proceedings, against Seller that would materially and adversely affect Seller’s
      ability to perform its obligations under this Agreement;

     

    (d)  Owner
      Title Policy.  The Title Company shall issue, or
      unconditionally and irrevocably commit to issue, at Closing the Title Policy
      in
      accordance with the requirements of Section 5.4;

     

    (e)  Tenant
      Estoppels.  Seller shall have delivered to Purchaser the
      Required Estoppel Percentage of Tenant Estoppels (including any Seller Estoppel)
      in the required form and otherwise in compliance with Section 6.4; and

     

    (f)  Key
      Tenants.  No Key Tenant shall be in default under its
      Lease (beyond any applicable notice and grace period set forth therein) with
      respect to the payment of any rental thereunder or in respect of any other
      material term thereof, and no Key Tenant (or any guarantor of any Key Tenant’s
      Lease) shall have filed for bankruptcy, be subject to an involuntary bankruptcy
      proceeding, been adjudicated bankrupt or admitted in writing its inability
      to
      pay its debts as they become due or have had a receiver appointed for any of
      its
      assets.  Notwithstanding the foregoing, neither the existence of the
      Locke Lord Electrical Charge Dispute defined in Section 8.7 nor the dispute regarding the Locke
      Lord Termination Fee defined in Section 8.1.3(c) shall constitute a
      non-satisfaction of the condition in this Section 7.2.2(f).

     

    7.2.3  Non-Satisfaction
      of Conditions.  So long as a party is not in default
      hereunder, if any condition to such party’s obligation to proceed with the
      Closing hereunder (a “Closing Condition”) has not been
      satisfied as of the Closing Date (or such earlier date as is provided herein),
      subject to any applicable notice and cure periods provided in Sections 10.1 and 10.2,
      such party may, as its sole remedies
      and recourses, either (a) terminate this Agreement by delivering written
      notice to the other party on or before the Closing Date (or such earlier date
      as
      is provided herein) and if Purchaser terminates this Agreement under this
      Section 7.2.3, the Earnest Money shall
      be immediately returned to Purchaser, or (b) elect to close (or to permit
      any such earlier termination deadline to pass) notwithstanding the
      non-satisfaction of such Closing Condition, in which event such party shall
      be
      deemed to have waived such Closing Condition.  In the event such party
      elects to close (or to permit any such earlier termination deadline to pass),
      notwithstanding the non-satisfaction of such Closing Condition, such party
      shall
      be deemed to have waived such Closing Condition, and there shall be no liability
      on the part of any other party hereto for breaches of representations and
      warranties of which the party electing to close had knowledge at the
      Closing.  Notwithstanding any provision of this Section 7.2.3 to the contrary, if the Closing
      Conditions set forth in Section 7.2.1(b)
      or 7.2.2(b) are not satisfied, the
      provisions of Article 10 of this
      Agreement shall govern the rights and remedies of the parties
      hereunder.

     

    7.3  Seller’s
      Deliveries in Escrow.  As of or prior to the Closing
      Date, Seller shall deliver in escrow to Escrow Agent the following:

     

    7.3.1  Deed.  A
      special warranty deed in the form of Exhibit B hereto, including a list
      of Permitted Exceptions to which the conveyance shall be subject, executed
      and
      acknowledged by Seller, conveying to Purchaser the Real Property (the
“Deed”);

     

    7.3.2  Bill
      of Sale, Assignment and Assumption.  A Bill of Sale,
      Assignment and Assumption of Leases and Contracts in the form of Exhibit C hereto (the
“Assignment”),
      executed and acknowledged by Seller,
      vesting in Purchaser Seller’s right, title and interest in and to the property
      described therein free of any claims, except for the Permitted Exceptions to
      the
      extent applicable;

     

    7.3.3  FIRPTA.  A
      Foreign Investment in Real Property Tax Act affidavit in the form of Exhibit D hereto executed by
      Seller;

     

    7.3.4  Authority.  Evidence
      of the existence, organization and authority of Seller and of the authority
      of
      the persons executing documents on behalf of Seller reasonably satisfactory
      to
      Purchaser and the underwriter for the Title Policy;

     

    7.3.5  Seller’s
      Affidavit.  An affidavit of debts, liens and parties in
      possession, in form and substance reasonably acceptable to Seller and the Title
      Company;

     

    7.3.6  Letters
      of Credit.  If applicable, with respect to any security
      deposits under the Leases that are letters of credit, Seller, at Seller’s cost
      and expense (unless the terms of the Lease in question require the tenant to
      pay
      such costs), shall, regardless of whether the same are held by Seller (or by
      Seller’s mortgagee) (a) deliver such letters of credit, (b) execute
      and deliver such other instruments as the issuers of such letters of credit
      shall reasonably require to assign or change the name of the beneficiary thereof
      to Purchaser, and (c) cooperate with Purchaser to change the named
      beneficiary under such letters of credit to Purchaser;

     

    7.3.7  Closing
      Date Certificate.  Seller’s certificate (the
“Seller’s Closing Date Certificate”) certifying that all
      of Seller’s representations and warranties remain true and correct, as of the
      Closing Date, except for changes and qualifications specified in Seller’s
      Closing Date Certificate, such that Seller’s Closing Date Certificate is true
      and correct in all material respects, such certification to be made to the
      standard of knowledge, if any, contained in this Agreement for the applicable
      representations and warranties of Seller, and shall be subject to all of the
      terms, conditions and limitations contained in Sections 9.3 and 9.4
      of this Agreement;

     

    7.3.8  Master
      Lease and Master Lease Escrow Agreement.  Two (2)
      originals of (a) a master lease agreement, providing for an 18-month term,
      covering certain space at the Property, as determined by Purchaser, the form
      of
      which will be agreed upon by Purchaser and Seller, each acting reasonably,
      prior
      to the Closing (the “Master Lease”), duly executed by
      Seller, and (b) the Master Lease Escrow Agreement, duly executed in
      counterpart by Seller and the Escrow Agent;

     

    7.3.9  Termination
      of Property Management Agreement.  Evidence reasonably
      satisfactory to Purchaser that all property management agreements affecting
      the
      Property have been terminated at Seller’s sole cost and expense.

     

    7.3.10  Amendment
      to Stream Lease.  An amendment to Stream Realty Partners,
      L.P.’s Lease, executed by Seller and Stream Realty Partners, L.P. and containing
      the amendments described in Exhibit
      L hereto and otherwise in form and content reasonably satisfactory to
      Purchaser;

     

    7.3.11  Post-Closing
      Escrow Agreement.  Three (3) originals of the
      Post-Closing Escrow Agreement, as defined in Section 12.21, executed in counterpart by Seller
      and Escrow Agent;

     

    7.3.12  Locke
      Lord Escrow Agreement.  Three (3) originals of the Locke
      Lord Escrow Agreement, as defined in Section 12.22, executed in counterpart by Seller
      and Escrow Agent;

     

    7.3.13  Assignments
      of City Licenses.  Two (2) originals of the following
      assignments of licenses granted by the City of Dallas (collectively, the
“License Assignments”):

     

    (a)  An
      Assignment and Assumption of License in the form of Exhibit M hereto, executed and
      acknowledged by Seller with respect to the license granted pursuant to Ordinance
      No. 19516;

     

    (b)  An
      Assignment and Assumption of License in the form of Exhibit N hereto, executed and
      acknowledged by Seller with respect to the license granted pursuant to Ordinance
      No. 19851; and

     

    (c)  An
      Assignment and Assumption of License in the form of Exhibit O hereto, executed and
      acknowledged by Seller with respect to the license granted pursuant to Ordinance
      No. 20029.  Purchaser understands that the consent of the City of
      Dallas is required for this License Assignment and agrees that this License
      Assignment will be delivered to Purchaser at Closing subject to Purchaser’s
      obtaining such consent after Closing.  Purchaser shall take such
      actions and submit such documents to the City of Dallas as may be required
      by
      the City of Dallas to grant its consent to this License Assignment, and Seller
      shall reasonably cooperate (at no material expense to Seller) with Purchaser
      in
      Purchaser’s efforts to obtain such consent; and

     

    7.3.14  Additional
      Documents.  Any additional documents that Purchaser,
      Escrow Agent or the Title Company may reasonably require for the proper
      consummation of the transaction contemplated by this Agreement (provided,
      however, no such additional document shall expand any obligation, covenant,
      representation or warranty of Seller or result in any new or additional
      obligation, covenant, representation or warranty of Seller under this Agreement
      beyond those expressly set forth in this Agreement).

     

    7.4  Purchaser’s
      Deliveries in Escrow.  As of or prior to the Closing
      Date, Purchaser shall deliver in escrow to Escrow Agent the
      following:

     

    7.4.1  Bill
      of Sale, Assignment and Assumption.  The Assignment,
      executed and acknowledged by Purchaser;

     

    7.4.2  Authority.  Evidence
      of the existence, organization and authority of Purchaser and of the authority
      of the persons executing documents on behalf of Purchaser reasonably
      satisfactory to Seller and the underwriter for the Title Policy;

     

    7.4.3  Master
      Lease and Master Lease Escrow Agreement.  Two (2)
      originals of the Master Lease and the Master Lease Escrow Agreement, each
      executed in counterpart by Purchaser;

     

    7.4.4  Closing
      Date Certificate.  Purchaser’s certificate (the
“Purchaser’s Closing Date Certificate”) certifying that
      all of Purchaser’s representations and warranties remain true and correct, as of
      the Closing Date, except for changes and qualifications specified in Purchaser’s
      Closing Date Certificate, such that Purchaser’s Closing Date Certificate is true
      and correct in all material respects, such certification to be made to the
      standard of knowledge, if any, contained in this Agreement for the applicable
      representations and warranties of Purchaser, and shall be subject to all of
      the
      terms, conditions and limitations contained in Section 9.4 of this Agreement;

     

    7.4.5  Post-Closing
      Escrow Agreement.  Three (3) originals of the Post
      Closing Escrow Agreement, each executed in counterpart by
      Purchaser;

     

    7.4.6  Locke
      Lord Escrow Agreement.  Three (3) originals of the Locke
      Lord Escrow Agreement, each executed in counterpart by Purchaser;

     

    7.4.7  Assignment
      of City Licenses.   The License Assignments,
      executed and acknowledged by Purchaser; and

     

    7.4.8  Additional
      Documents.  Any additional documents that Seller, Escrow
      Agent or the Title Company may reasonably require for the proper consummation
      of
      the transaction contemplated by this Agreement (provided, however, no such
      additional document shall expand any obligation, covenant, representation or
      warranty of Purchaser or result in any new or additional obligation, covenant,
      representation or warranty of Purchaser under this Agreement beyond those
      expressly set forth in this Agreement).

     

    7.5  Closing
      Statements.  As of or prior to the Closing Date, Seller
      and Purchaser shall deposit with Escrow Agent executed closing statements
      consistent with this Agreement in the form required by Escrow
      Agent.

     

    7.6  Purchase
      Price.  At or before Noon local time on the Closing Date,
      Purchaser shall deliver to Escrow Agent the Purchase Price, less the Earnest
      Money that is applied to the Purchase Price, plus or minus applicable prorations
      and credits hereunder, in immediate, same-day U.S. federal funds wired for
      credit into Escrow Agent’s escrow account, which funds must be delivered in a
      manner to permit Escrow Agent to deliver good funds to Seller or its designee
      on
      the Closing Date (and, if requested by Seller, by wire transfer); in the event
      that Escrow Agent is unable to deliver good funds to Seller or its designee
      on
      the Closing Date, then the closing statements and related prorations will be
      revised as necessary.

     

    7.7  Possession.  Seller
      shall deliver possession of the Property to Purchaser at the Closing subject
      only to the Permitted Exceptions.

     

    7.8  Delivery
      of Books and Records.  Immediately after the Closing,
      Seller shall deliver to the offices of Purchaser’s property manager or to the
      Real Property to the extent in Seller’s or its property manager’s possession or
      control:  Lease Files; License Agreements; maintenance records and
      warranties; plans and specifications; licenses, permits and certificates of
      occupancy; copies or originals of all books and records of account, contracts,
      and copies of correspondence with tenants and suppliers; all advertising
      materials; booklets; and keys.

     

    7.9  Notice
      to Tenants.  Seller and Purchaser shall each execute, and
      Purchaser shall deliver to each tenant immediately after the Closing, a notice
      regarding the sale in substantially the form of Exhibit E hereto, or such other form
      as may be required by applicable state law.  This obligation on the
      part of Purchaser shall survive the Closing.

     

    ARTICLE
      8

     

    PRORATIONS,
      DEPOSITS, COMMISSIONS

     

    8.1  Prorations.  At
      Closing, the following items shall be prorated as of 11:59 p.m. on the day
      preceding the Closing Date as if Purchaser were vested with title to the
      Property during the entire Closing Date:  Tenant Receivables (defined
      below) and other income and rents to the extent they have been collected by
      Seller as of Closing; fees and assessments; prepaid expenses and obligations
      under Service Contracts; accrued operating expenses; real and personal ad
      valorem taxes (“Taxes”); any assessments by private
      covenant for the then-current calendar year of Closing; and expenses prepaid
      by
      other owners to Seller pursuant to the skybridge agreements described in
      Section 4.1.16.  Specifically, the
      following provisions shall apply to such prorations and to post-Closing
      collections of Tenant Receivables:

     

    8.1.1  Taxes.  If
      Taxes for the year of Closing are not known, Taxes shall be prorated based
      on
      Taxes for the year prior to Closing.  Seller reserves the right to
      pursue any existing challenge to Taxes and shall be entitled to any refund
      or
      reduction of Taxes attributable to any time period prior to Closing (however,
      Seller shall remain obligated to refund to the applicable tenants or pay to
      Purchaser [who shall pay such amounts to the applicable tenants], promptly
      after
      Seller’s receipt thereof, any portion of any such refund or reduction which must
      be paid to such tenants under the terms of their Leases for periods prior to
      the
      Closing Date, which obligations of Seller and Purchaser shall survive the
      Closing and shall not be deemed to be merged into or waived by the instruments
      of Closing).

     

    8.1.2  Utilities.  Purchaser
      shall take all steps necessary to effectuate the transfer of all utilities
      to
      its name as of the Closing Date, and where necessary, post deposits with the
      utility companies.  Seller shall ensure that all utility meters are
      read as of the Closing Date.  Seller shall be entitled to recover any
      and all deposits held by any utility company as of the Closing
      Date.

     

    8.1.3  Tenant
      Receivables.  Rents due from tenants under Leases and
      from tenants or licensees under License Agreements and operating expenses and/or
      taxes payable by tenants under Leases (collectively, “Tenant
      Receivables”) and not collected by Seller as of Closing shall not
      be prorated between Seller and Purchaser at Closing but shall be apportioned,
      if
      as and when collected, on the basis of the period for which the same is payable,
      as follows:

     

    (a)  Tenant
      Receivables and other income received from tenants under Leases and/or tenants
      or licensees under License Agreements after Closing shall be applied in the
      following order of priority:  (1) first, to Tenant Receivables
      first coming due after Closing and applicable to the period of time after
      Closing, which amount shall be retained by Purchaser; (2) second, to
      payment of the current Tenant Receivables then due for the month in which the
      Closing Date occurs, which amount shall be apportioned between Purchaser and
      Seller as of the Closing Date as set forth in Section 8.1 hereof (with Seller’s portion thereof
      to be delivered to Seller); (3) third, to payment of Tenant Receivables
      first coming due after Closing but applicable to the period of time before
      Closing, including, without limitation, the Tenant Receivables described in
      Section 8.1.3(b) below
      (collectively, “Unbilled Tenant Receivables”), which
      amount shall be delivered to Seller; and (4) thereafter, to delinquent
      Tenant Receivables which were due and payable as of Closing but not collected
      by
      Seller as of Closing (collectively, “Uncollected Delinquent Tenant
      Receivables”), which amount shall be delivered to
      Seller.  Any sums received by Purchaser to which Seller is entitled
      shall be held in trust for Seller on account of such past due rents payable
      to
      Seller, and Purchaser shall remit to Seller any such sums received by Purchaser
      to which Seller is entitled within ten Business Days after receipt thereof
      less
      reasonable, actual costs and expenses of collection, including reasonable
      attorneys’ fees, court costs and disbursements, if any.  Seller
      expressly agrees that if Seller receives any amounts after the Closing Date
      which are attributable, in whole or in part, to any period after the Closing
      Date, Seller shall remit to Purchaser that portion of the monies so received
      by
      Seller to which Purchaser is entitled within ten Business Days after receipt
      thereof.  With respect to Unbilled Tenant Receivables, Purchaser
      covenants and agrees to (A) bill the same when billable and use
      commercially reasonable efforts to collect the same, and (B) cooperate with
      Seller to determine the correct amount of operating expenses and/or taxes
      due.  The provisions of this Section 8.1.3(a) shall survive the Closing for a
      period of one (1) year.

     

    (b)  Without
      limiting the generality of the requirements of Section 8.1.3(a) above, if the final reconciliation
      or determination of operating expenses, electricity expenses and/or ad valorem
      taxes and assessments due under the Leases shows that a net amount is owed
      by
      Seller to Purchaser, said amount shall be paid by Seller to Purchaser within
      ten
      (10) Business Days of such final determination under the Leases.  If
      the final determination of operating expenses, electricity expenses and/or
      ad
      valorem taxes and assessments due under the Leases shows that a net amount
      is
      owed by Purchaser to Seller, Purchaser shall, within ten (10) Business Days
      of
      such final determination, remit said amount to Seller.  Purchaser
      agrees to receive and hold any monies received on account of such past due
      operating expenses, electricity expenses and/or ad valorem taxes and assessments
      in trust for Seller and to pay same promptly to Seller as
      aforesaid.  For purposes of the foregoing prorations, estimated
      payments of operating expenses, electricity expenses and ad valorem taxes and
      assessments made by Tenants during the respective periods of ownership of the
      Property by Seller and Purchaser shall be compared with the actual operating
      expenses, electricity expenses and ad valorem taxes and assessments incurred
      during or allocable to the respective periods of ownership of the Property
      by
      Seller and Purchaser (i.e., such items and estimated payments thereof by Tenants
      shall be matched to the period when they were incurred).  The
      provisions of this Section 8.1.3(b)
      shall survive the Closing for a period of one (1) year.

     

    (c)  Locke
      Lord Bissell & Liddell LLP (f/k/a Locke Liddell & Sapp, PLLC)
      (“Locke Lord”) has exercised its option to terminate its
      Lease as to the 25th floor by
      written
      notice to Seller pursuant to the terms of such Lease, and as result thereof,
      a
      termination fee (the “Locke Lord Termination Fee”) is
      now due by Locke Lord to Seller, as landlord.  If Seller has not
      received full payment of the Locke Lord Termination Fee by Closing, Purchaser
      agrees to use commercially reasonable efforts to collect the Locke Lord
      Termination Fee and shall pay 50% of any portion thereof which is actually
      collected (less 50% of any reasonable collection costs incurred by Purchaser)
      to
      Seller when, as and if collected, which agreement of Purchaser shall survive
      the
      Closing for a period of one (1) year.  If Locke Lord disputes its
      obligation to pay the Locke Lord Termination Fee or refers to such dispute
      or
      its position with respect thereto in its Tenant Estoppel, then for purposes
      of
      Section 6.4, any such reference therein
      to such dispute shall not, in and of itself, without regard to any other
      statements, assertions or references therein, cause such Tenant Estoppel
      Certificate to constitute an unacceptable Tenant Estoppel.

     

    8.2  Leasing
      Costs.  As used herein, the term “Leasing
      Costs” shall mean all leasing commissions, costs for tenant
      improvements, lease buyout costs, moving allowances, design allowances, legal
      fees and other costs, expenses and allowances (including free rental, reduced
      rental, rental abatement periods and fees) incurred in order to induce a tenant
      to enter into a Lease or Lease renewal or extension or to induce a licensee
      to
      enter into a License Agreement.  At Closing, Seller shall provide
      Purchaser with a credit equal to the amount of those Leasing Costs described
      in
Exhibit I (less the amount of
      $1,100,000.00) to the extent not paid by Seller prior to Closing (provided
      that
      the portion of such credit attributable to free rental, reduced rental or rental
      abatement shall be deposited into the Master Lease Escrow and applied as
      additional rent under the Master Lease), and Purchaser shall assume all of
      Seller’s obligations to pay and discharge such unpaid Leasing Costs, which
      obligation of Purchaser shall survive the Closing.  Seller hereby
      agrees that any payments of any Leasing Costs made by Seller prior to Closing
      will be made only in accordance with schedules and requirements set forth in
      the
      Leases and applicable commission agreements.  Purchaser shall be
      responsible for the payment of all other Leasing Costs, whether coming due
      and
      payable before of after Closing, including, without limitation, Leasing Costs
      payable with respect to any option to renew or option to expand that has not
      been exercised prior to the Effective Date, and Leasing Costs incurred with
      respect to Leases and License Agreements and renewals and extensions thereof
      executed by Seller subsequent to the Effective Date to the extent permitted
      by
      this Agreement.  If, as of the Closing Date, Seller shall have paid
      any Leasing Costs for which Purchaser is responsible pursuant to the foregoing
      provisions, Purchaser shall reimburse Seller therefor at
      Closing.  Except as expressly provided in this Section 8.2, Purchaser shall bear the economic
      burden of all free rental, reduced rental, rental abatement periods and fees
      to
      which any tenants under the Leases are entitled from and after the Closing
      Date.

     

    8.3  Closing
      Costs.  Closing costs shall be allocated between Seller
      and Purchaser in accordance with Section 1.2.

     

    8.4  Final
      Adjustment After Closing.  If final bills are not
      available or cannot be issued prior to Closing for any item being prorated
      under
      Section 8.1, then Purchaser and Seller
      agree adjust the proration of such items as soon as reasonably possible after
      the Closing when such bills are available. Payments due in connection with
      the
      final adjustment shall be due within thirty (30) days of written
      notice.  All such rights and obligations shall survive the Closing;
      provided, that all prorations will be final within two hundred forty (240)
      days
      after Closing.

     

    8.5  Tenant
      Deposits; Letters of Credit.  All tenant and licensee
      security deposits required under the Leases or License Agreements and not
      applied by Seller (and interest thereon if required by law or contract) shall
      be
      transferred or credited to Purchaser at Closing.  If applicable, with
      respect to any security deposits under the Leases that are letters of credit,
      Seller, at Seller’s cost and expense (unless the terms of the Lease in question
      require the tenant to pay such costs), shall, regardless of whether the same
      are
      held by Seller (or by Seller’s mortgagee) (a) deliver to Purchaser at the
      Closing such letters of credit, (b) execute and deliver such other
      instruments as the issuers of such letters of credit shall reasonably require
      to
      transfer or assign such letters of credit to Purchaser, and (c) cooperate
      with Purchaser to change the named beneficiary under such letters of credit
      to
      Purchaser.  As of the Closing, Purchaser shall assume Seller’s
      obligations related to tenant and licensee security deposits, but only to the
      extent they are credited or transferred to Purchaser.

     

    8.6  Commissions.  Seller
      shall be responsible to Broker for a real estate sales commission at Closing
      (but only in the event of a Closing in strict accordance with this Agreement)
      in
      accordance with a separate agreement between Seller and
      Broker.  Broker may share its commission with any other licensed
      broker involved in this transaction, but the payment of the commission by Seller
      to Broker shall fully satisfy any obligations of Seller to pay a commission
      hereunder.  Under no circumstances shall Seller owe a commission or
      other compensation directly to any other broker, agent or person.  Any
      cooperating broker shall not be an affiliate, subsidiary or related in any
      way
      to Purchaser.  Other than as stated above in this Section 8.6, Seller and Purchaser each represent
      and warrant to the other that no real estate brokerage commission is payable
      to
      any person or entity in connection with the transaction contemplated hereby,
      and
      each agrees to and does hereby indemnify and hold the other harmless against
      the
      payment of any commission to any other person or entity claiming by, through
      or
      under Seller or Purchaser, as applicable.  This indemnification shall
      extend to any and all claims, liabilities, costs and expenses (including
      reasonable attorneys’ fees and litigation costs) arising as a result of such
      claims and shall survive the Closing.

     

    8.7  Locke
      Lord Electrical Charge Dispute.  Locke Lord, as tenant,
      has notified Seller, as landlord, by letter dated May 22, 2007, that Locke
      Lord
      disputes its obligation to pay submetered electrical charges and has demanded
      a
      refund of alleged electrical overcharges (the “Locke Lord Electrical
      Charge Dispute”).  Notwithstanding anything herein to the
      contrary, except as otherwise provided below or in the Assignment, Seller shall
      have no obligation hereunder or under any Closing document, including, without
      limitation, the Assignment, for the Locke Lord Electrical Charge Dispute or
      any
      loss, cost, expense or claim suffered, incurred or made against Purchaser by
      reason thereof.  At Closing, Purchaser shall assume all obligations of
      Seller, as landlord under the Locke Lord Lease, to pay Locke Lord any amount
      due
      to Locke Lord with respect to the Locke Lord Electrical Charge Dispute, other
      than amounts, if any, due to Locke Lord for overpayments of submetered
      electrical charges under the Locke Lord Lease for any period prior to the
      Closing Date that exceed, in the aggregate, $138,100.00 (for which Seller shall
      remain responsible), and the Assignment shall so provide.  If Locke
      Lord includes or refers to the Locke Lord Electrical Charge Dispute in its
      Tenant Estoppel, then for purposes of Section 6.4, any such reference therein to such
      dispute shall not, in and of itself, without regard to any other statements,
      assertions or references therein, cause such Tenant Estoppel Certificate to
      constitute an unacceptable Tenant Estoppel.

     

    ARTICLE
      9

     

    REPRESENTATIONS
      AND WARRANTIES

     

    9.1  Seller’s
      Representations and Warranties.  Seller represents and
      warrants to Purchaser that:

     

    9.1.1  Organization
      and Authority.  Seller has been duly organized and is
      validly existing as a Texas limited partnership.  Seller has the full
      right and authority and has obtained any and all consents required to enter
      into
      this Agreement and to consummate or cause to be consummated the transactions
      contemplated hereby.  This Agreement has been, and all of the
      documents to be delivered by Seller at the Closing will be, authorized and
      executed and constitute, or will constitute, as appropriate, the valid and
      binding obligation of Seller, enforceable in accordance with their
      terms.

     

    9.1.2  Conflicts
      and Pending Actions.  There is no agreement to which
      Seller is a party or, to Seller’s knowledge, that is binding on Seller which is
      in conflict with this Agreement.  As of the Effective Date, except as
      set forth on Schedule 9.1.2, (i) Seller has not received any written notice
      of
      any pending action or proceeding and, (ii) to Seller’s knowledge, there is no
      action or proceeding threatened, against the Property or against Seller arising
      out of the ownership or management of the Property.

     

    9.1.3  Tenant
      Leases.  As of the Effective Date, Exhibit G lists all tenants
      of the
      Property.  As of the Effective Date, except as provided in
      Section 6.1.5, the costs set forth
      on Exhibit I are the only Leasing
      Costs currently outstanding and currently payable by the landlord under the
      Leases.  Copies of all Leases in effect as of the Effective Date (the
“Existing Leases”) (including all amendments thereto and
      guaranties thereof) furnished by Seller to Purchaser under Section 4.1 or made available to Purchaser for
      review under Section 4.2 are all
      Existing Leases (including all amendments thereto) within Seller’s possession
      and relied upon by Seller for its operations and leasing of the
      Property.  To Seller’s knowledge, as of the Effective Date (i) the
      Existing Leases are presently in full force and effect without any default
      thereunder by the applicable tenant except as set forth on Schedule 9.1.3;
      (ii) no tenant has prepaid rent by more than one month in advance; and (iii)
      except as set forth on Exhibit I, all tenant improvements that Seller, as
      landlord, is obligated to complete, prior to the Effective Date pursuant to
      any
      Existing Lease, have been completed and accepted by the applicable
      tenant.  Except as set forth on Schedule 9.1.3, no tenant has
      notified Seller, as landlord, in writing, of any default by Seller pursuant
      to
      an Existing Lease that remains uncured.  If any Tenant Estoppel
      delivered to Purchaser with respect to any Lease contains any statement of
      fact,
      information or other matter that is inconsistent with the matters stated in
      Seller’s representations in this Section 9.1.3 and such inconsistency is
      satisfactory to Purchaser in its sole discretion, or otherwise is expressly
      permitted by this Agreement, the Tenant Estoppel shall control and Seller shall
      have no liability for any claim based upon a breach of representation regarding
      such statement of fact, information or other matter contained in the Tenant
      Estoppel.

     

    9.1.4  Service
      Contracts and License Agreements.  To Seller’s knowledge,
      the Service Contracts and License Agreements to be delivered to Purchaser
      pursuant to this Agreement will be correct and complete in all material respects
      as of the date of its delivery.  Seller is not party to any service
      contracts, management contracts or other agreements that are binding upon the
      Property after Closing other than the Service Contracts and License Agreements
      so delivered to Purchaser hereunder.

     

    9.1.5  Notices
      from Governmental Authorities.  Seller has not received
      from any governmental authority written notice of any violation of any laws
      applicable (or alleged to be applicable) to the Property, or any part thereof,
      that has not been corrected, except as may be reflected by the Property
      Documents or otherwise disclosed in writing to Purchaser.

     

    9.1.6  Condemnation.  Seller
      has received no written notice of any pending condemnation or other governmental
      taking proceedings affecting all or any part of the Property, and to Seller’s
      knowledge, no condemnation or other governmental taking proceedings affecting
      all or any part of the Property has been threatened.

     

    9.1.7  Environmental
      Matters.  Except as may reflected in the Property
      Documents or in any environmental report or assessment obtained by Purchaser,
      Seller has not received any written notification from any governmental authority
      or any other third party that (a) all or some portion of the Property
      violates any Environmental Laws (as hereinafter defined); or (b) any
      Hazardous Substances (as hereinafter defined) have been stored or generated
      at,
      released or discharged from or are present upon the Property, except in the
      ordinary course of business and in compliance with all Environmental
      Laws.  As used herein, “Environmental Laws”
shall mean CERCLA (as hereinafter defined) and all
      other federal, state and
      local environmental laws, rules, statutes, directives, binding written
      interpretations, binding written policies, ordinances and regulations issued
      by
      any governmental authority and in effect as of the Effective Date with respect
      to or which otherwise pertain to or affect the Property, or any portion thereof,
      the use, ownership, occupancy or operation of the Property, or any portion
      thereof, or any owner of the Property, and as same have been amended, modified
      or supplemented from time to time prior to the date of this Agreement, including
      but not limited to the Hazardous Substances Transportation Act (49 U.S.C. § 1802
      et seq.), RCRA, the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the
      Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C.
§ 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the
      Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning
      and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon
      and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), SARA,
      comparable state and local laws, and any and all rules and regulations which
      have become effective prior to the date of this Agreement under any and all
      of
      the aforementioned laws.  To Seller’s knowledge, Seller has delivered
      or made available to Purchaser copies of all environmental reports, tests,
      evaluations, studies and assessments (including any available Phase I or Phase
      II environmental site assessments), and any correspondence relating to
      environmental matters, with respect to the Property, to the extent in each
      case
      in the possession or control of Seller or its property manager.

     

    9.1.8  Bankruptcy
      Matters.  Seller has not made a general assignment for
      the benefit of creditors, filed any voluntary petition in bankruptcy or suffered
      the filing of an involuntary petition by its creditors, suffered the appointment
      of a receiver to take possession of substantially all of its assets, suffered
      the attachment or other judicial seizure of substantially all of its assets,
      admitted its inability to pay its debts as they come due, or made an offer
      of
      settlement, extension or composition to its creditors generally.

     

    9.1.9  Brokers.  Seller
      has delivered or made available as part of the Property Documents true and
      complete copies of any and all listing agreements, brokerage agreements, leasing
      agreements or other comparable agreements (collectively, “Brokerage
      Agreements”) into which Seller has entered in connection with the
      Property, and pursuant to which a leasing commission, finder’s fee or other
      amount may be payable subsequent to Closing.

     

    9.1.10  Employees.  Seller
      has no employees at the Property.

     

    9.1.11  ERISA.  Seller
      is not a “governmental plan” within the meaning of section 3(32) of the Employee
      Retirement Income Security Act of 1974, as amended, and the execution of this
      Agreement and the sale of the Property by Seller is not, as a result of the
      structure and ownership of Seller, subject to state statutes regulating
      investments of and fiduciary obligations with respect to governmental
      plans.

     

    9.1.12  Prohibited
      Persons and Transactions.  Seller represents and warrants
      to Purchaser that Seller is currently in compliance with and shall at all times
      during the term of this Agreement (including any extension thereof) remain
      in
      compliance with the regulations of the Office of Foreign Asset Control
      (“OFAC”) of the Department of the Treasury (including
      those named on OFAC’s Specially Designated and Blocked Persons List) and any
      statute, executive order (including the September 24, 2001, Executive Order
      Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
      to Commit, or Support Terrorism), or other governmental action relating
      thereto.

     

    9.2  Purchaser’s
      Representations and Warranties.  Purchaser represents and
      warrants to Seller that:

     

    9.2.1  Organization
      and Authority.  Purchaser has been duly organized and is
      validly existing as a limited partnership in good standing in the State of
      Delaware and is (or prior to Closing will be) qualified to do business in the
      state in which the Real Property is located.  Purchaser has the full
      right and authority and has obtained any and all consents required to enter
      into
      this Agreement and to consummate or cause to be consummated the transactions
      contemplated hereby.  This Agreement has been, and all of the
      documents to be delivered by Purchaser at the Closing will be, authorized and
      properly executed and constitute, or will constitute, as appropriate, the valid
      and binding obligation of Purchaser, enforceable in accordance with their
      terms.

     

    9.2.2  Conflicts
      and Pending Action.  There is no agreement to which
      Purchaser is a party or to Purchaser’s knowledge binding on Purchaser which is
      in conflict with this Agreement.  There is no action or proceeding
      pending or, to Purchaser’s knowledge, threatened against Purchaser which
      challenges or impairs Purchaser’s ability to execute or perform its obligations
      under this Agreement.

     

    9.2.3  Prohibited
      Persons and Transactions.  Purchaser represents and
      warrants to Seller that Purchaser is currently in compliance with and shall
      at
      all times during the term of this Agreement (including any extension thereof)
      remain in compliance with the regulations of OFAC (including those named on
      OFAC’s Specially Designated and Blocked Persons List) and any statute, executive
      order (including the September 24, 2001, Executive Order Blocking Property
      and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
      Support Terrorism), or other governmental action relating thereto.

     

    9.3  Knowledge
      Defined.  As used herein, terms such as “to
      Seller’s knowledge,” “to the best of Seller’s
      knowledge” or like phrases mean the actual present and conscious
      awareness or knowledge of Lee C. Belland, a manager of Seller’s general partner,
      Michael J. McVean, a manager of Seller’s general partner, and Adam
      Bernhardt, the individual representative of Seller’s property manager for the
      Property with primary responsibility for such property management account
      (collectively, “Seller’s Representatives”), without any
      duty of inquiry or investigation; provided that so qualifying Seller’s knowledge
      shall in no event give rise to any personal liability on the part of Seller’s
      Representatives, or any of them, or any other partner, member, officer or
      employee of Seller, on account of any breach of any representation or warranty
      made by Seller herein.  Said terms do not include constructive
      knowledge, imputed knowledge, or knowledge Seller or such persons do not have
      but could have obtained through further investigation or inquiry.  No
      broker, agent, or party other than Seller is authorized to make any
      representation or warranty for or on behalf of Seller.

     

    9.4  Survival
      of Representations and Warranties.  The representations
      and warranties set forth in this Article
      9 are made as of the Effective Date and, except as provided in
      Sections 7.2.1(a) and 7.2.2(a),
      are remade as of the Closing Date
      shall not be deemed to be merged into or waived by the instruments of Closing,
      but shall survive the Closing for a period of nine months (the
“Survival Period”).  Each party shall have the
      right to bring an action against the other on the breach of a representation
      or
      warranty hereunder or in the documents delivered by Seller at the Closing,
      but
      only on the following conditions:  (1) the party bringing the action
      for breach first learns of the breach after Closing and gives written notice
      of
      such breach to the other party before the end of the Survival Period and files
      such action on or before the first day following the second anniversary of
      the
      Closing Date, and (2) neither party shall have the right to bring a cause of
      action for a breach of a representation or warranty unless the damage to such
      party on account of such breach (individually or when combined with damages
      from
      other breaches) equals or exceeds $100,000.00, in which the full amount of
      such
      claims shall be actionable (but not in excess of the Cap defined
      below).  Neither party shall have any liability after Closing for the
      breach of a representation or warranty hereunder of which the other party hereto
      had knowledge as of Closing.  Notwithstanding any other provision of
      this Agreement, any agreement contemplated by this Agreement, or any rights
      which Purchaser might otherwise have at law, equity, or by statute, whether
      based on contract or some other claim, Purchaser agrees that any liability
      of
      Seller to Purchaser for the alleged breach of any or all of Seller’s
      representations or warranties set forth in this Agreement will be limited to
      $5,000,000.00 (the “Cap”).  The provisions of
      this Section 9.4 shall survive the
      Closing.  Any breach of a representation or warranty that occurs prior
      to Closing shall constitute the non-satisfaction of the Closing Conditions
      set
      forth in Section 7.2.1(a) or 7.2.2(a),
      as applicable, and shall be
      governed exclusively by Section 7.2.3.

     

    ARTICLE
      10

     

    DEFAULT
      AND REMEDIES

     

    10.1  Seller’s
      Remedies.  If Purchaser fails to consummate the purchase
      of the Property pursuant to this Agreement for any reason except failure by
      Seller to perform hereunder or failure of a condition precedent to Purchaser’s
      obligations hereunder, Seller shall be entitled, as its sole and exclusive
      remedy (except for the right to pursue all legal and equitable remedies with
      respect to the indemnities expressly provided in Sections 4.11, and 8.6,
      and the right to receive attorneys’
fees and other costs in accordance with Sections 10.3 and 10.4
      hereof), to terminate this Agreement
      and recover the Earnest Money as liquidated damages and not as penalty, in
      full
      satisfaction of claims against Purchaser hereunder.  Seller and
      Purchaser agree that Seller’s damages resulting from Purchaser’s default are
      difficult, if not impossible, to determine and the Earnest Money is a fair
      estimate of those damages which has been agreed to in an effort to cause the
      amount of such damages to be certain.  If Closing is consummated,
      Seller shall have all remedies available at law or in equity in the event
      Purchaser fails to perform any obligation of Purchaser performable after the
      Closing under this Agreement.  IN NO EVENT SHALL PURCHASER’S
      DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER,
      DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING
      PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER
      LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER
      BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR
      OTHERWISE.

     

    10.2  Purchaser’s
      Remedies.  If Seller fails to consummate the sale of the
      Property pursuant to this Agreement or materially breaches any of its covenants
      in Section 6.1 at or prior to Closing
      for any reason except failure by Purchaser to perform hereunder or failure
      of a
      condition precedent to Seller’s obligations hereunder, and such default or
      breach is not cured by the earlier of the third (3rd) Business Day after written
      notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing
      to
      give such written notice to Seller within one Business Day after Purchaser
      first
      learns of any such default or breach by Seller, except no notice or cure period
      shall apply if Seller fails to consummate the sale of the Property hereunder),
      Purchaser shall elect, as its sole remedy, either to (a) terminate this
      Agreement by giving Seller timely written notice of such election prior to
      or at
      Closing and recover the Earnest Money, (b) enforce specific performance to
      consummate the sale of the Property hereunder, or (c) waive said failure or
      breach and proceed to Closing without any reduction in the Purchase Price;
      provided, however, in the event (1) such termination is due to Seller’s
      willful breach or default, Purchaser shall be entitled to recover from Seller
      Purchaser’s Diligence Costs, or (2) specific performance is not available
      because Seller has conveyed the Property to another party, or Seller has
      voluntarily encumbered the Property after the Effective Date with a mortgage,
      deed of trust or financing lien in violation of this Agreement that Seller
      does
      not cause to be released at Closing, or Seller has willfully amended, modified,
      waived its rights under or terminated any Lease in violation of this Agreement
      with the intent to frustrate Closing, then Purchaser may pursue any and all
      remedies available at law or in equity, including the recovery of its Diligence
      Costs. In no event shall Seller be liable for any consequential, punitive or
      special damages under this Agreement.  Notwithstanding anything herein
      to the contrary, Purchaser shall be deemed to have elected to terminate this
      Agreement if Purchaser fails to deliver to Seller written notice of its intent
      to file a claim or assert a cause of action for specific performance against
      Seller on or before ten Business Days following the scheduled Closing Date
      or,
      having given such notice, fails to file a lawsuit asserting such claim or cause
      of action in the county in which the Property is located within two months
      following the scheduled Closing Date.  If Closing is consummated,
      Purchaser shall have all remedies available at law or in equity in the event
      Seller fails to perform any obligation of Seller performable after the Closing
      under this Agreement.  IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT
      PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE
      OR
      AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE
      ANY
      LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF
      OR
      RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON
      LAW, STATUTE, EQUITY OR OTHERWISE.  As used herein, the term
“Diligence Costs” means an amount equal to the lesser of
      (i) $200,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred
      by
      Purchaser and paid to (A) Purchaser’s attorneys in connection with the
      negotiation of this Agreement and (B) to Purchaser’s attorneys and unrelated and
      unaffiliated third party consultants, contractors, suppliers or other third
      parties in connection with the performance of examinations, inspections and/or
      investigations pursuant to Sections 4.4
      and 4.5 or determining the feasibility
      of Purchaser’s acquisition of the Property pursuant to this
      Agreement.

     

    10.3  Attorneys’
      Fees.  In the event either party hereto employs an
      attorney  in connection with claims by one party against the other
      arising from the operation of this Agreement, the non-prevailing party shall
      pay
      the prevailing party all reasonable fees and expenses, including attorneys’
fees, incurred in connection with such claims.

     

    10.4  Other
      Expenses.  If this Agreement is terminated due to the
      default of a party, then the defaulting party shall pay any fees or charges
      due
      to Escrow Agent for holding the Earnest Money as well as any escrow cancellation
      fees or charges and any fees or charges due to the Title Company for preparation
      and/or cancellation of the Title Commitment.

     

    ARTICLE
      11

     

    DISCLAIMERS
      AND RELEASE

     

    11.1  Disclaimers
      By Seller.  Except as expressly set forth in this
      Agreement, it is understood and agreed that Seller and Seller’s agents or
      employees have not at any time made and are not now making, and they
      specifically disclaim, any warranties, representations or guaranties of any
      kind
      or character, express or implied, with respect to the Property, including,
      but
      not limited to, warranties, representations or guaranties as to (a) matters
      of
      title (other than Seller’s special warranty of title to be contained in the
      Deed), (b) environmental matters relating to the Property or any portion
      thereof, including, without limitation, the presence of Hazardous Materials
      in,
      on, under or in the vicinity of the Property, (c) geological conditions,
      including, without limitation, subsidence, subsurface conditions, water table,
      underground water reservoirs, limitations regarding the withdrawal of water,
      and
      geologic faults and the resulting damage of past and/or future faulting, (d)
      whether, and to the extent to which the Property or any portion thereof is
      affected by any stream (surface or underground), body of water, wetlands, flood
      prone area, flood plain, floodway or special flood hazard, (e) drainage, (f)
      soil conditions, including the existence of instability, past soil repairs,
      soil
      additions or conditions of soil fill, or susceptibility to landslides, or the
      sufficiency of any undershoring, (g) the presence of endangered species or
      any
      environmentally sensitive or protected areas, (h) zoning or building
      entitlements to which the Property or any portion thereof may be subject, (i)
      the availability of any utilities to the Property or any portion thereof
      including, without limitation, water, sewage, gas and electric, (j) usages
      of
      adjoining property, (k) access to the Property or any portion thereof, (l)
      the
      value, compliance with the plans and specifications, size, location, age, use,
      design, quality, description, suitability, structural integrity, operation,
      title to, or physical or financial condition of the Property or any portion
      thereof, or any income, expenses, charges, liens, encumbrances, rights or claims
      on or affecting or pertaining to the Property or any part thereof, (m) the
      condition or use of the Property or compliance of the Property with any or
      all
      past, present or future federal, state or local ordinances, rules, regulations
      or laws, building, fire or zoning ordinances, codes or other similar laws,
      (n)
      the existence or non-existence of underground storage tanks, surface
      impoundments, or landfills, (o) any other matter affecting the stability and
      integrity of the Property, (p) the potential for further development of the
      Property, (q) the merchantability of the Property or fitness of the Property
      for
      any particular purpose, (r) the truth, accuracy or completeness of the Property
      Documents, (s) tax consequences, or (t) any other matter or thing with respect
      to the Property.

     

    11.2  Sale
      “As Is, Where Is”.  Purchaser acknowledges and agrees
      that upon Closing, Seller shall sell and convey to Purchaser and Purchaser
      shall
      accept the Property “AS-IS, WHERE-IS, WITH ALL FAULTS,” except
      to the extent expressly provided otherwise in this Agreement and any document
      executed by Seller and delivered to Purchaser at Closing.  Except as
      expressly set forth in this Agreement, Purchaser has not relied and will not
      rely on, and Seller has not made and is not liable for or bound by, any express
      or implied warranties, guarantees, statements, representations or information
      pertaining to the Property or relating thereto (including specifically, without
      limitation, Property information packages distributed with respect to the
      Property) made or furnished by Seller, or any property manager, real estate
      broker, agent or third party representing or purporting to represent Seller,
      to
      whomever made or given, directly or indirectly, orally or in
      writing.  Purchaser represents that it is a knowledgeable, experienced
      and sophisticated purchaser of real estate and that, except as expressly set
      forth in this Agreement, it is relying solely on its own expertise and that
      of
      Purchaser’s consultants in purchasing the Property and shall make an independent
      verification of the accuracy of any documents and information provided by
      Seller.  Purchaser will conduct such inspections and investigations of
      the Property as Purchaser deems necessary, including, but not limited to, the
      physical and environmental conditions thereof, and shall rely upon
      same.  By failing to terminate this Agreement prior to the expiration
      of the Inspection Period, Purchaser acknowledges that Seller has afforded
      Purchaser a full opportunity to conduct such investigations of the Property
      as
      Purchaser deemed necessary to satisfy itself as to the condition of the Property
      and the existence or non-existence or curative action to be taken with respect
      to any Hazardous Materials on or discharged from the Property, and will rely
      solely upon same and not upon any information provided by or on behalf of Seller
      or its agents or employees with respect thereto, other than such
      representations, warranties and covenants of Seller as are expressly set forth
      in this Agreement.  Upon Closing, Purchaser shall assume the risk that
      adverse matters, including, but not limited to, adverse physical or construction
      defects or adverse environmental, health or safety conditions, may not have
      been
      revealed by Purchaser’s inspections and investigations.  Purchaser
      hereby represents and warrants to Seller that:  (a) Purchaser is
      represented by legal counsel in connection with the transaction contemplated
      by
      this Agreement; and (b) Purchaser is purchasing the Property for business,
      commercial, investment or other similar purpose and not for use as Purchaser’s
      residence.  Purchaser waives any and all rights or remedies it may
      have or be entitled to, deriving from disparity in size or from any significant
      disparate bargaining position in relation to Seller.

     

    11.3  Seller
      Released from Liability.  Purchaser acknowledges that it
      will have the opportunity to inspect the Property during the Inspection Period,
      and during such period, observe its physical characteristics and existing
      conditions and the opportunity to conduct such investigation and study on and
      of
      the Property and adjacent areas as Purchaser deems necessary, and Purchaser
      hereby FOREVER RELEASES AND DISCHARGES Seller from all responsibility and
      liability, including without limitation, liabilities and responsibilities for
      the lessor’s obligations under the Leases relating to the physical,
      environmental or legal compliance status of the Property, whether arising before
      or after the Effective Date, and liabilities under the Comprehensive
      Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C.
      Sections 9601 et seq.), as amended (“CERCLA”), regarding
      the condition, valuation, salability or utility of the Property, or its
      suitability for any purpose whatsoever (including, but not limited to, with
      respect to the presence in the soil, air, structures and surface and subsurface
      waters, of Hazardous Materials or other materials or substances that have been
      or may in the future be determined to be toxic, hazardous, undesirable or
      subject to regulation and that may need to be specially treated, handled and/or
      removed from the Property under current or future federal, state and local
      laws,
      regulations or guidelines, and any structural and geologic conditions,
      subsurface soil and water conditions and solid and hazardous waste and Hazardous
      Materials on, under, adjacent to or otherwise affecting the
      Property).  Purchaser further hereby WAIVES (and by Closing this
      transaction will be deemed to have WAIVED) any and all objections and complaints
      (including, but not limited to, federal, state and local statutory and common
      law based actions, and any private right of action under any federal, state
      or
      local laws, regulations or guidelines to which the Property is or may be
      subject, including, but not limited to, CERCLA) concerning the physical
      characteristics and any existing conditions of the Property, including, without
      limitation, the lessor’s obligations under the Leases relating to the physical,
      environmental or legal compliance status of the Property, whether arising before
      or after the Effective Date.  Purchaser further hereby assumes the
      risk of changes in applicable laws and regulations relating to past, present
      and
      future environmental conditions on the Property and the risk that adverse
      physical characteristics and conditions, including, without limitation, the
      presence of Hazardous Materials or other contaminants, may not have been
      revealed by its investigation.  Notwithstanding the foregoing, the
      waivers, releases and other matters set forth in this Section 11.3 or elsewhere in this Agreement shall
      not apply to any claims made by third parties (including governmental
      authorities) against Purchaser or its successors, assigns, agents or affiliates
      with respect to Hazardous Materials in, on, under, above, adjacent to or
      otherwise affecting the Property prior to Closing (except to the extent
      Purchaser is responsible for same in accordance with Sections 4.4, 4.10
      and/or 4.11 hereof, in each case, for purposes
      of
      this proviso, without regard to any limitation on the survival of such
      Purchaser’s responsibilities stated therein or herein), it being agreed that
      Purchaser is not waiving or releasing but is instead specifically reserving
      and
      retaining, all rights of contribution and subrogation with respect to such
      claims.

     

    11.4  “Hazardous
      Materials” Defined.  For purposes hereof,
“Hazardous Materials” means “Hazardous Material,”
“Hazardous Substance,” “Pollutant or Contaminant,” and “Petroleum” and “Natural
      Gas Liquids,” as those terms are defined or used in Section 101 of CERCLA, and
      any other substances regulated because of their effect or potential effect
      on
      public health and the environment, including, without limitation, PCBs, lead
      paint, asbestos, urea formaldehyde, radioactive materials, putrescible
      materials, and infectious materials.

     

    11.5  Survival.  The
      terms and conditions of this Article 11
      shall expressly survive the Closing, not merge with the provisions of any
      closing documents.

     

    Purchaser
      acknowledges and agrees that the disclaimers and other agreements set forth
      herein are an integral part of this Agreement and that Seller would not have
      agreed to sell the Property to Purchaser for the Purchase Price without the
      disclaimers and other agreements set forth above.

     

    ARTICLE
      12

     

    MISCELLANEOUS

     

    12.1  Parties
      Bound; Assignment.  This Agreement, and the terms,
      covenants, and conditions herein contained, shall inure to the benefit of and
      be
      binding upon the heirs, personal representatives, successors, and assigns of
      each of the parties hereto.  Purchaser may assign its rights under
      this Agreement upon the following conditions:  (a) the assignee of
      Purchaser must be an entity controlling, controlled by, or under common control
      with Purchaser, (b) all of the Earnest Money must have been delivered in
      accordance herewith, (c) the assignee of Purchaser shall assume all obligations
      of Purchaser hereunder, but Purchaser shall remain primarily liable for the
      performance of Purchaser’s obligations, and (d) a copy of the fully executed
      written assignment and assumption agreement shall be delivered to Seller at
      least five days prior to Closing.

     

    12.2  Headings.  The
      article, section, subsection, paragraph and/or other headings of this Agreement
      are for convenience only and in no way limit or enlarge the scope or meaning
      of
      the language hereof.

     

    12.3  Invalidity
      and Waiver.  If any portion of this Agreement is held
      invalid or inoperative, then so far as is reasonable and possible the remainder
      of this Agreement shall be deemed valid and operative, and, to the greatest
      extent legally possible, effect shall be given to the intent manifested by
      the
      portion held invalid or inoperative.  The failure by either party to
      enforce against the other any term or provision of this Agreement shall not
      be
      deemed to be a waiver of such party’s right to enforce against the other party
      the same or any other such term or provision in the future.

     

    12.4  Governing
      Law.  This Agreement shall, in all respects, be governed,
      construed, applied, and enforced in accordance with the law of the state in
      which the Real Property is located.

     

    12.5  Survival.  The
      provisions of this Agreement that contemplate performance after the Closing
      and
      the obligations of the parties not fully performed at the Closing (other than
      any unfulfilled closing conditions which have been waived or deemed waived
      by
      the other party) shall survive the Closing and shall not be deemed to be merged
      into or waived by the instruments of Closing.

     

    12.6  Entirety
      and Amendments.  This Agreement embodies the entire
      agreement between the parties and supersedes all prior agreements and
      understandings relating to the Property.  This Agreement may be
      amended or supplemented only by an instrument in writing executed by the party
      against whom enforcement is sought.  All Exhibits hereto are
      incorporated herein by this reference for all purposes.

     

    12.7  Time.  Time
      is of the essence in the performance of this Agreement.

     

    12.8  Confidentiality.  Purchaser
      shall make no public announcement or disclosure of any information related
      to
      this Agreement to outside brokers or third parties, before or after the Closing,
      without the prior written specific consent of Seller; provided, however, that
      Purchaser may make disclosure of this Agreement to its Permitted Outside Parties
      as necessary to perform its obligations hereunder, as may be required under
      laws
      or regulations applicable to Purchaser or its affiliates, or otherwise as
      permitted under Section 4.8.

     

    12.9  No
      Electronic Transactions.  The parties hereby acknowledge
      and agree, except as expressly provided in Sections 12.10 and 12.13,
      this Agreement shall not be
      executed, entered into, altered, amended or modified by electronic
      means.  Without limiting the generality of the foregoing, the parties
      hereby agree the transactions contemplated by this Agreement shall not be
      conducted by electronic means, except as specifically set forth in the “Notices”
section of this Agreement.

     

    12.10  Notices.  All
      notices required or permitted hereunder shall be in writing and shall be served
      on the parties at the addresses set forth in Section 1.3.  Any such notices shall,
      unless otherwise provided herein, be given or served (a) by depositing the
      same
      in the United States mail, postage paid, certified and addressed to the party
      to
      be notified, with return receipt requested, (b) by overnight delivery using
      a
      nationally recognized overnight courier, (c) by personal delivery, (d) by
      facsimile transmission during normal business hours with a confirmation copy
      delivered by another method permitted under this Section 12.10, or (e) by electronic mail addressed
      to the electronic mail address set forth in Section 1.3 for the party to be notified with
      a
      confirmation copy delivered by another method permitted under this Section
12.10.  Notice given in
      accordance herewith for all permitted forms of notice other than by electronic
      mail, shall be effective upon the earlier to occur of actual delivery to the
      address of the addressee or refusal of receipt by the addressee (even if such
      addressee refuses delivery thereof).  Notice given by electronic mail
      in accordance herewith shall be effective upon the entrance of such electronic
      mail into the information processing system designated by the recipient’s
      electronic mail address.  Except for facsimile and electronic mail
      notices as described above, no notice hereunder shall be effective if sent
      or
      delivered by electronic means.  In no event shall this Agreement be
      altered, amended or modified by electronic mail or electronic
      record.  A party’s address may be changed by written notice to the
      other party; provided, however, that no notice of a change of address shall
      be
      effective until actual receipt of such notice.  Copies of notices are
      for informational purposes only, and a failure to give or receive copies of
      any
      notice shall not be deemed a failure to give notice.  Notices given by
      counsel to the Purchaser shall be deemed given by Purchaser and notices given
      by
      counsel to the Seller shall be deemed given by Seller.

     

    12.11  Construction.  The
      parties acknowledge that the parties and their counsel have reviewed and revised
      this Agreement and agree that the normal rule of construction - to the
      effect that any ambiguities are to be resolved against the drafting party -
      shall not be employed in the interpretation of this Agreement or any exhibits
      or
      amendments hereto.

     

    12.12  Calculation
      of Time Periods; Business Day.  Unless otherwise
      specified, in computing any period of time described herein, the day of the
      act
      or event after which the designated period of time begins to run is not to
      be
      included and the last day of the period so computed is to be included, unless
      such last day is not a Business Day, in which event the period shall run until
      the end of the next day that is a Business Day.  The last day of any
      period of time described herein shall be deemed to end at 5:00 p.m. local time
      in the state in which the Real Property is located.  As used herein,
      the term “Business Day” means any day that is not a
      Saturday, Sunday or legal holiday for national banks in the city in which the
      Real Property is located.

     

    12.13  Execution
      in Counterparts.  This Agreement may be executed in any
      number of counterparts, each of which shall be deemed to be an original, and
      all
      of such counterparts shall constitute one Agreement.  To facilitate
      execution of this Agreement, the parties may execute and exchange by telephone
      facsimile or e-mail PDF counterparts of the signature pages, provided that
      executed originals thereof are forwarded to the other party on the same day
      by
      any of the delivery methods set forth in Section 12.9 other than facsimile or electronic
      PDF.  Signature pages may be detached from the counterparts and
      attached to a single copy of this Agreement to physically form one
      document.

     

    12.14  No
      Recordation.  Without the prior written consent of
      Seller, there shall be no recordation of either this Agreement or any memorandum
      hereof, or any affidavit pertaining hereto, and any such recordation of this
      Agreement or memorandum or affidavit by Purchaser without the prior written
      consent of Seller shall constitute a default hereunder by Purchaser, whereupon
      Seller shall have the remedies set forth in Section 10.1 hereof.  In addition to any
      such remedies, Purchaser shall be obligated to execute an instrument in
      recordable form releasing this Agreement or memorandum or affidavit filed in
      the
      applicable Real Property Records, and Purchaser’s obligations pursuant to this
      Section 12.14 shall survive any
      termination of this Agreement as a surviving obligation.

     

    12.15  Further
      Assurances.  In addition to the acts and deeds recited
      herein and contemplated to be performed, executed and/or delivered by either
      party at Closing, each party agrees to perform, execute and deliver, but without
      any obligation to incur any additional liability or expense, on or after the
      Closing any further deliveries and assurances as may be reasonably necessary
      to
      consummate the transactions contemplated hereby or to further perfect the
      conveyance, transfer and assignment of the Property to Purchaser.

     

    12.16  Discharge
      of Obligations.  The acceptance of the Deed by Purchaser
      shall be deemed to be a full performance and discharge of every representation
      and warranty made by Seller herein and every agreement and obligation on the
      part of Seller to be performed pursuant to the provisions of this Agreement,
      except those which are herein specifically stated to survive
      Closing.

     

    12.17  No
      Third Party Beneficiary.  The provisions of this
      Agreement and of the documents to be executed and delivered at Closing are
      and
      will be for the benefit of Seller and Purchaser only and are not for the benefit
      of any third party, and accordingly, no third party shall have the right to
      enforce the provisions of this Agreement or of the documents to be executed
      and
      delivered at Closing.

     

    12.18  Reporting
      Person.  Purchaser and Seller hereby designate the Title
      Company as the “reporting person” pursuant to the provisions of Section 6045(e)
      of the Internal Revenue Code of 1986, as amended.

     

    12.19  Mandatory
      Arbitration.  The parties have agreed to submit disputes
      to mandatory arbitration in accordance with the provisions of Exhibit H hereto and made a part
      hereof for all purposes.  Each of Seller and Purchaser waives the
      right to commence an action in connection with this Agreement in any court
      and
      expressly agrees to be bound by the decision of the arbitrator determined in
Exhibit H.  The waiver of
      this Section 12.19 will not prevent
      Seller or Purchaser from commencing an action in any court for the sole purposes
      of enforcing the obligation of the other party to submit to binding arbitration
      or the enforcement of an award granted by arbitration herein or as expressly
      permitted by Section 10.1
      hereof.  The terms of this Section 12.19 shall survive (a) the termination
      of
      this Agreement, and (b) the Closing.

     

    12.20  Cooperation
      with Purchaser’s Auditors and SEC Filing
      Requirements.  Seller shall provide to Purchaser (at
      Purchaser’s expense) copies of, or shall provide Purchaser access to, such
      factual information as may be reasonably requested by Purchaser, and in the
      possession or control of Seller, or its property manager or accountants, to
      enable Purchaser’s auditor (Deloitte & Touche LLP or any successor auditor
      selected by Purchaser) to conduct an audit of the income statements of the
      Property for the year to date of the year in which the Closing occurs plus
      up to
      the three prior calendar years.  Purchaser shall be responsible for
      all out-of-pocket costs associated with this audit.  Seller shall
      cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such
      audit.  In addition, Seller agrees to provide, if requested by such
      auditor, historical financial statements for the Property, including income
      and
      balance sheet data for the Property, whether required before or after
      Closing.  Without limiting the foregoing, (a) Purchaser or its
      designated independent or other auditor may audit Seller’s operating statements
      of the Property, at Purchaser’s expense, and Seller shall provide such
      documentation as Purchaser or its auditor may reasonably request in order to
      complete such audit, and (b) Seller shall furnish to Purchaser such
      financial and other information as may be reasonably required by Purchaser
      or
      any Affiliate of Purchaser to make any required filings with the Securities
      and
      Exchange Commission or other governmental authority; provided, however, that
      the
      foregoing obligations of Seller shall be limited to providing such information
      or documentation as may be in the possession of, or reasonably obtainable by,
      Seller, its property manager or accountants, at no material cost to Seller,
      and
      in the format that Seller (or its property manager or accountants) have
      maintained such information.

     

    12.21  Post-Closing
      Escrow.  Notwithstanding anything to the contrary
      contained herein, Seller and Purchaser hereby agree that a portion of the
      Purchase Price in an amount equal to $2,900,000.00 (which sum is herein referred
      to as the “Post Closing Escrow”) shall be deposited with
      Escrow Agent at Closing pursuant to an escrow agreement, the form of which
      will
      be agreed upon by Seller and Purchaser, each acting reasonably, prior to the
      Closing (the “Post-Closing Escrow Agreement”), which
      shall provide as follows:

     

    12.21.1  Establishment.  The
      Post Closing Escrow shall be held by Escrow Agent in a separate interest-bearing
      account pursuant to the terms of the Post-Closing Escrow Agreement, with all
      interest earned thereon to become a part of the Post Closing Escrow for all
      purposes.

     

    12.21.2  Purpose.  Disbursements
      from the Post Closing Escrow shall be made in accordance with the terms of
      the
      Post-Closing Escrow Agreement to reimburse Purchaser only for (a) claims made
      by
      Purchaser in accordance with Section 9.4
      for breaches of Seller’s representations or warranties under Section 9.1, (b) any direct damage, loss, cost
      or
      expense suffered by Purchaser as a result of adverse matters disclosed in a
      Tenant Estoppel for which Seller elects to deliver a Seller Estoppel in lieu
      thereof pursuant to Section 6.4 (subject
      to the limitations set forth in Section 9.3 and 9.4)
      or (c) any amounts due to Purchaser
      pursuant to Article 8, in each case, as determined by a final, non-appealable
      judgment of a court of competent jurisdiction or by mutual agreement of Seller
      and Purchaser.

     

    12.21.3  First
      Seller Disbursement.  If any amounts remain in the Post
      Closing Escrow at the end of the Survival Period, Seller and Purchaser shall
      cause such amounts (other than Survival Period Holdbacks, as defined below)
      to
      be promptly disbursed to Seller by Escrow Agent.  As used herein,
“Survival Period Holdbacks” means amounts necessary to
      satisfy unresolved claims properly made by Purchaser and of which Purchaser
      has
      given Seller written notice during the Survival Period for the matters in clause
      (a), (b) and (c) of Section 12.21.2
      above.  The amount of any Survival Period Holdbacks shall continue to
      be held as part of the Post Closing Escrow to pay the claims on which such
      Survival Period Holdbacks are based.

     

    12.21.4  Second
      Seller Disbursement.  If any amounts remain in the Post
      Closing Escrow on the date (the “Outside Escrow Date”)
      which is two (2) years and one (1) day after the Closing Date, Seller and
      Purchaser shall cause such amounts (other than Final Holdbacks, as defined
      below) to be promptly disbursed to Seller by Escrow Agent.  As used
      herein, “Final Holdbacks” means amounts necessary to satisfy:

     

    (a)  unresolved
      claims by Purchaser for a breach under clause (a) or (b) of Section 12.21.2 above and for which a Survival
      Period Holdback was retained in the Post Closing Escrow as of the end of the
      Survival Period pursuant to Section 12.21.3 above and upon which Purchaser
      filed an action against Seller on or before the Outside Escrow Date;
      and

     

    (b)  unresolved
      claims by Purchaser under clause (c) of Section 12.21.2 above for which a Survival Period
      Holdback was retained in the Post Closing Escrow as of the end of the Survival
      Period pursuant to Section 12.21.3
      above.

     

    The
      amount of any Final Holdbacks shall continue to be held as part of the Post
      Closing Escrow to pay the claims on which the Final Holdbacks are
      based.  Upon final resolution of each such claim, whether by court
      action or settlement by mutual agreement of Seller and Purchaser, the amount
      thereof shall be disbursed to the party entitled thereto.

     

    12.21.5  Survival.  The
      provisions of this Section 12.21 shall
      survive the Closing.

     

    12.22  Locke
      Lord Escrow.  Notwithstanding anything to the contrary
      contained herein, Seller and Purchaser hereby agree that a portion of the
      Purchase Price in an amount equal to $1,375,000.00 (which sum is herein referred
      to as the “Locke Lord Escrow”) shall be deposited with
      Escrow Agent at Closing pursuant to an escrow agreement, the form of which
      will
      be agreed upon by Seller and Purchaser, each acting reasonably, prior to the
      Closing Date (the “Locke Lord Escrow Agreement”), which
      shall provide as follows:

     

    12.22.1  Establishment.  The
      Locke Lord Escrow shall be held by Escrow Agent in a separate interest-bearing
      account pursuant to the terms of the Locke Lord Escrow Agreement, with all
      interest earned thereon to become a part of the Locke Lord Escrow for all
      purposes.

     

    12.22.2  Purpose.  The
      purpose of the Locke Lord Escrow is to reimburse Purchaser pursuant to the
      Locke
      Lord Escrow Agreement only to the extent Purchaser, as landlord under the Lease
      with Locke Lord (the “Locke Lord Lease”), is required to
      pay the 27th Floor Off-Site Space Payment to Locke Lord as provided in Section
      11 of Exhibit L to the Locke Lord Lease.  Capitalized terms
      used in this Section 12.22 and not
      otherwise defined herein shall have the meanings given to them in Exhibit
      L to the Locke Lord Lease.

     

    12.22.3  Disbursements.  The
      Locke Lord Escrow shall be disbursed in accordance with the following
      provisions:

     

    (a)  If
      Locke
      Lord does not exercise its 27th Floor Expansion Option on or before April 1,
      2009, in accordance with the Locke Lord Lease, then the entire Locke Lord Escrow
      shall be disbursed to Seller on April 3, 2009; provided, that if Locke Lord
      sooner agrees in writing to terminate its 27th Floor Expansion Option, then
      the
      entire Locke Lord Escrow shall be disbursed to Seller on the second Business
      Day
      immediately following the date on which the 27th Floor Expansion Option is
      terminated.

     

    (b)  If
      (i)
      Locke Lord exercises its 27th Floor Expansion Option on or before April 1,
      2009,
      in accordance with the Locke Lord Lease, and (ii) Alternate Space is not
      available for Purchaser, as landlord, to lease to Locke Lord as the Expansion
      Space for its 27th Floor Expansion Option, but Locke Lord does not lease
      Off-Site Space before March 1, 2010, then the entire Locke Lord Escrow shall
      be
      disbursed to Seller on March 3, 2010.

     

    (c)  To
      the
      extent Purchaser, as landlord under the Locke Lord Lease, is required to pay
      the
      27th Floor Off-Site Space Payment to Locke Lord as provided in Section 11 of
      Exhibit L to the Locke Lord Lease, such amount shall be disbursed to
      Purchaser from the Locke Lord Escrow and the balance, if any, of the Locke
      Lord
      Escrow shall be disbursed to Seller, in each case on March 3, 2010, or on the
      second Business Day after such earlier date as Purchaser is required to pay
      the
      27th Floor Off-Site Space Payment to Locke Lord as provided in the Locke Lord
      Lease.

     

    12.22.4  Availability
      of Space for 27th Floor Expansion Option.

     

    (a)  Seller
      and Purchaser acknowledge that the 27th Floor Expansion Space has been leased
      and will not be available to be leased to Locke Lord and that, if Locke Lord
      timely exercises its 27th Floor Expansion Option, Alternate Space may be
      provided to Locke Lord in accordance with the Locke Lord
      Lease.  Purchaser shall use commercially reasonable efforts to provide
      Alternate Space for lease to Locke Lord should Locke Lord timely exercise its
      27th Floor Expansion Option; provided, that Purchaser shall not be required
      to
      make any payment or grant any economic concession to any tenant of the Building
      to obtain the right to include such tenant’s space as Alternate
      Space.  Purchaser shall act reasonably and in good faith in its
      efforts to provide Alternate Space with respect to the 27th Floor Expansion
      Option and in dealing with Seller hereunder.

     

    (b)   Upon
      request by Seller, Purchaser will consult with Seller and provide Seller with
      such information as Seller may reasonably request regarding the availability
      of
      space in the Building that is or could become Alternate
      Space.  Seller, at its sole expense, may (but shall not be obligated
      to) obtain the agreement of other tenants to waive any preferential or other
      rights held by them with respect to space in the Building so that such space
      can
      be included as Alternate Space if Locke Lord exercises its 27th Floor Expansion
      Option.

     

    12.22.5  Amendment
      of Locke Lord Lease.  Except as provided below, without
      the prior written consent of Seller (which consent may be given or withheld
      in
      Seller’s sole discretion), Purchaser shall not (i) amend Exhibit L to the
      Locke Lord Lease or (ii) otherwise amend the Locke Lord Lease if such amendment
      under this clause (ii) would increase or otherwise adversely affect Seller’s
      rights or obligations hereunder or under the Locke Lord Escrow Agreement;
      provided, that Purchaser may amend the Locke Lord Lease without Seller’s consent
      to terminate the 27th Floor Expansion Option prior to the exercise
      thereof.

     

    12.22.6   Survival.  The
      provisions of this Section 12.22 shall
      survive the Closing.

     

    [SIGNATURE
      PAGES AND EXHIBITS TO FOLLOW]

     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                                 
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

              

                  SIGNATURE
            PAGE TO PURCHASE AND SALE AGREEMENT      
      

                  BY
            AND BETWEEN      
      

                  2200
            ROSS, L.P., AS SELLER,      
      

                  AND      
      

                  HINES
            REIT 2200 ROSS LP, AS PURCHASER      
      

                  
      
    

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
      and
      year written below.

     

    
      	
              Date
                executed by Seller

               

              October __,
                2007

            	
              SELLER:

               

              2200
                ROSS, L.P., a Texas limited partnership

              By:Stream
                Acquisition XXXV, L.L.C., a Texas limited liability company, its
                general
                partner

               

               

              By:                                                                     

              Name:                                                                     

              Title:                                                                     

            
	
              Date
                executed by Purchaser

               

              October __,
                2007

            	
              PURCHASER:

               

              HINES
                REIT 2200 ROSS AVENUE LP, a Delaware limited
                partnership

              By:Hines
                REIT 2200 Ross Avenue GP LLC, a Delaware limited liability company,
                its
                general partner

               

               

              By:                                                                    

              Name:                                                                    

              Title:                                                                    

            


    

    


    



    
      
              

                  S-      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                  1311923v.3
            STR430/16009      
    

         

      

      
         

        
          

        

      

      
         

      

    


    JOINDER
      BY ESCROW AGENT

     

    Escrow
      Agent has executed this Agreement in order to confirm that Escrow Agent has
      received and shall hold the Earnest Money required to be deposited under this
      Agreement and the interest earned thereto, in escrow, and shall disburse the
      Earnest Money, and the interest earned thereon, pursuant to the provisions
      of
      this Agreement.

     

    
      	
              Date
                executed by Escrow Agent

               

              October __,
                2007

            	
              CHICAGO
                TITLE INSURANCE COMPANY

               

               

              By:                                                                              

              Name:                                                                              

              Title:                                                                              

            


    

    


     


    
      
              

                  S-      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                  1311923v.3
            STR430/16009      
    

         

      

      
         

        
          

        

      

      
         

      

    


    LIST
      OF EXHIBITS AND SCHEDULES

     

    Exhibit
      A                      -           Legal
      Description of Land

     

    


     

    Exhibit
      B                      -           Special
      Warranty Deed

     

    


     

    Exhibit
      C                      -           Bill
      of Sale, Assignment and Assumption of Leases and Contracts

     

    


     

    Exhibit
      D                      -           FIRPTA
      Certificate

     

    


     

    Exhibit
      E                      -           Notice
      to Tenants

     

    


     

    Exhibit
      F                      -           Tenant
      Estoppel Certificate

     

    


     

    Exhibit
      G                      -           List
      of Tenants

     

    


     

    Exhibit
      H                      -           Mandatory
      Arbitration

     

    


     

    Exhibit
      I                      -           Leasing
      Costs to be Paid by Seller or Credited to Purchaser

     

    


     

    Exhibit
      J                      -           Additional
      Due Diligence Materials

     

    


     

    Exhibit
      K                      -           Forms
      of Skybridge Estoppels

     

    Exhibit
      L                      -           Terms
      of Amendment to Lease with Stream Realty Partners, L.P.

     

    Exhibit
      M                      -           Assignment
      and Assumption of License (Ordinance No. 19516)

     

    Exhibit
      N                      -           Assignment
      and Assumption of License (Ordinance No. 19851)

     

    Exhibit
      O                      -           Assignment
      and Assumption of License (Ordinance No. 20029)

     

    


     

    Schedule
      9.1.2

     

    Schedule
      9.1.3

     

    


    



    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                  1311923v.3
            STR430/16009      
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A                                

     

    


     

    LEGAL
      DESCRIPTION OF LAND

     

    TRACT
      I: Fee Simple

     

    BEING
      a
      tract of land situated in the J. GRIGSBY SURVEY, Abstract No. 495 and being
      all
      of LOT 1, BLOCK 256 of the 2200 ROSS ADDITION, an addition to the City of Dallas
      as recorded in Volume 85018, Page 1062 of the Deed Records of Dallas County,
      Texas (DRDCT) and being all of a tract of land conveyed to THE
      CROW-EQUITABLE-NISSEI ROSS AVENUE DALLAS COMPANY as recorded in Volume 87122,
      Page 2336 (DRDCT) and being more particularly described as follows;

     

    BEGINNING
      at a "X" cut found in concrete at the most southeasterly corner of LOT 1, BLOCK
      A/256 of the ELEGANTE ADDITION, an addition to the City of Dallas as recorded
      in
      Volume 77199, Page 1896 (DRDCT) Certificate of Correction as recorded in
      Volume77245, Page 2491 (DRDCT), said point being found in the northwesterly
      Right-of-Way line of SAN JACINTO STREET (55' Right-of-Way);

     

    THENCE
      departing the southwesterly line of said LOT 1, BLOCK A/256 and along the
      northwesterly Right-of-Way line of said SAN JACINTO STREET South 45 deg 00
      min
      00 sec West a distance of 327.52 feet to a point for corner at a corner-clip
      which a "X" cut set on the top of concrete curb for reference bears South 44
      deg
      58 min 37 sec East a distance of 10.60 feet;

     

    THENCE
      departing the northwesterly Right-of-Way line of said SAN JACINTO STREET and
      along said corner-clip South 89 deg 31 min 45 sec West a distance of 14.26
      feet
      to a point for corner in the northeasterly Right-of-Way line of PEARL STREET
      (100'Right-of-Way) which a "X" cut set on the top of curb for reference bears
      South 44 deg06 min 45 sec West a distance of 10.74 feet;

     

    THENCE
      departing said corner-clip and along the northeasterly Right-of-Way line of
      said
      PEARL STREET as follows;

     

    North
      45
      deg 56 min 30 sec West a distance of 193.62 feet to a 1/2 inch iron rod set
      with
      a red plastic cap stamped "W.A.I." for corner;

     

    North
      47
      deg 42 min 11 sec West a distance of 146.69 feet to a point for the beginning
      of
      a corner-clip which a "X" cut set on the top of curb for reference bears South
      42 deg 25 min 41 sec West a distance of 9.89 feet;

     

    THENCE
      departing the northeasterly Right-of-Way line of said PEARL STREET and along
      said corner-clip North 01 deg 21 min 06 sec West a distance of 6.89 feet to
      a
      point for corner in the southeasterly Right-of-Way line of ROSS AVENUE (80'
      Right-of-Way) which a "X" cut set on the top of curb for reference bears North
      45 deg 00 min 43 sec West a distance of 11.34 feet;

     

    THENCE
      departing said corner-clip and along the southeasterly Right-of-Way line of
      said
      ROSS AVENUE North 45 deg 00 min 00 sec East a distance of 288.66 feet to a
      "X"
      cut found in concrete for the most southwesterly corner of said LOT 1, BLOCK
      A/256;

     

    THENCE
      departing the southeasterly Right-of-Way line of said ROSS AVENUE and along
      the
      common line of said LOT 1, BLOCK 256 and LOT 1, BLOCK A/256 as
      follows;

     

    South
      45
      deg 24 min 34 sec East a distance of 170.02 feet to a 1/2 inch iron rod set
      with
      a red plastic cap stamped "W.A.I." for corner;

     

    North
      44
      deg 48 min 53 sec East a distance of 52.69 feet to a 1/2 inch iron rod set
      with
      a red plastic cap stamped "W.A.I." for corner;

     

    South
      45
      deg 08 min 39 sec East a distance of 185.26 feet to the POINT OF
      BEGINNING;

     

    CONTAINING
      within these metes and bounds 2.571 acres or 112,004 square feet of land more
      or
      less. Bearings contained within this field note description are based upon
      anon
      the ground survey performed in the field on the 30th day of March 2006 utilizing
      the bearings as found on the Plat of  2200 ROSS ADDITION, an addition
      to the City of Dallas as recorded in Volume 85018, Page 1062
      (DRDCT).

     

    


     

    TRACT
      II: Subsurface Estate

     

    BEING
      all
      of the subsurface rights beginning six (6") inches beneath the sidewalk pavement
      situated in the City of Dallas, Dallas County, Texas and being part of ROSS
      AVENUE (80' Right-of-Way), adjacent to City Block 256 as described in City
      of
      Dallas Ordinance No. 18991, passed by City Council of the City of Dallas on
      January 8, 1986,recorded in Volume 87121, Page 2233 and being part of the
      subsurface rights and land conveyed by the City of Dallas to Crow-Ross Avenue
      No. 1 pursuant to Quit Claim Deed dated May 22, 1986, recorded in Volume 86174,
      Page 5740, and in corrected Quit Claim Deed recorded in Volume 87122, Page
      2331,
      Deed Records, Dallas County, Texas (DRDCT).Containing within the recorded
      documents 0.076 acres or 3,303.588 square feet of land.

     

    


     

    TRACT
      III: Subsurface Estate

     

    BEING
      all
      of the subsurface rights beginning six (6") inches beneath the sidewalk pavement
      situated in the City of Dallas, Dallas County, Texas and being part of PEARL
      STREET (100' Right-of-Way) and SAN JACINTO STREET (55' Right-of-Way), adjacent
      to City Block 256 as described in City of Dallas Ordinance No. 18991, passed
      by
      City Council of the City of Dallas on January 8, 1986, recorded in Volume 87121,
      Page 2233 Deed Records, Dallas County, Texas (DRDCT) and being part of the
      subsurface rights and land conveyed by the City of Dallas to Crow-Ross Avenue
      No. 1 pursuant to Quit Claim Deed dated May 22, 1986, recorded in Volume 86174,
      Page 5740, and in corrected Quit Claim Deed recorded in Volume  87122,
      Page 2331 (DRDCT). Containing within the recorded documents 0.126 acres or
      5,502.791 square feet of land.

     

    


     

    TRACT
      IV: Easement Estate and License Estate

     

    (a)           Easement
      Estate created in Skybridge Easements Agreement, executed by and between
      Crow-Williams #5, a Texas limited partnership and The Crow-Equitable-Nissei
      Ross
      Avenue Dallas Company, a Texas joint venture, dated June 30, 1988, filed for
      record on October 5, 1988 and recorded in Volume 88194, Page 4800, Deed Records,
      Dallas County, Texas.

     

    (b)           License
      Estate created in City of Dallas Ordinance No. 19516, certified copies of which
      were filed for record on June 23, 1987 in Volume 87120, Page 2079 and on August
      19, 1999 in Volume 99162, Page 2865 of the Deed Records of Dallas County, Texas,
      as amended by the City of Dallas Ordinance No. 19850, a certified copy of which
      was filed for record on April 11, 1988 in Volume 88070, Page 3783 of the Deed
      Records of Dallas County, Texas.

     

    


     

    TRACT
      V: Easement Estate and License Estate

     

    (a)           Easement
      Estate created in Skybridge Easement Agreement executed by and between Plaza
      of
      the Americas Condominium Association, The Crow-Equitable-Nissei Ross Avenue
      Dallas Company, Ltd., Crow-Ross Avenue #1 Limited Partnership, K-P Plaza Limited
      Partnership and Texas Commerce Bank-Dallas, N.A., dated January 31, 1992, filed
      for record on March 10, 1992 and recorded in Volume 92048, Page 2890, Deed
      Records, Dallas County, Texas.

     

    (b)           License
      Estate created in City of Dallas Ordinance No. 19851, a certified copy filed
      for
      record April 11, 1988 and recorded in Volume 88070, Page 3789, Deed Records,
      Dallas County, Texas.

     

    


     

    Tract
      VI: Fee Simple

     

    BEING
      a
      tract of land situated in the J. GRIGSBY SURVEY, Abstract No. 495 and being
      all
      of LOT 1, BLOCK 252 of the PEARL STREET ADDITION, an addition to the City of
      Dallas as recorded in Volume 20000152, Page 00017 of the Deed Records of Dallas
      County, Texas (DRDCT) and being all of a tract of land conveyed to THE
      EQUITABLE-NISSEI DALLAS COMPANY as recorded in Volume 99048, Page 03564 (DRDCT)
      and being more particularly described as follows;

     

    BEGINNING
      at a "X" cut found in concrete at the intersection of a corner-clip and the
      southeasterly Right-of-Way line of SAN JACINTO STREET ( 55' Right-of-Way
      );

     

    THENCE
      departing said corner-clip and along the southeasterly Right-of-Way line of
      said
      SAN JACINTO STREET North 44 deg 55 min 30 sec East a distance of 141.38 feet
      to
      a "X" cut found in concrete at a corner-clip;

     

    THENCE
      departing the southeasterly Right-of-Way line of said SAN JACINTO STREET and
      along said corner-clip North 89 deg 31 min 30 sec East a distance of 14.24
      feet
      to a "X" cut set in concrete for corner in the southwesterly Right-of-Way line
      of PEARL STREET (100' Right-of-Way)

     

    THENCE
      departing said corner-clip and along the southwesterly Right-of-Way line of
      said
      PEARL STREET South 45 deg 52 min 30 sec East a distance of 144.02 feet to a
      5/8inch iron rod found for the most northeasterly corner of a tract of land
      conveyed to Carolyn McClain as recorded in Volume 81208, Page 638
      (DRDCT)

     

    THENCE
      departing the southwesterly Right-of-Way line of said PEARL STREET and along
      the
      common line of said LOT 1, BLOCK 252 and said McClain Tract South 44 deg 55
      min30 sec West a distance of 164.07 feet to a 5/8 inch iron rod found for the
      most southwesterly corner of said McClain tract, said point being found in
      the
      northeasterly Right-of-Way line of OLIVE STREET (60' Right-of-Way);

     

    THENCE
      departing said common line and along the northeasterly Right-of-Way line of
      said
      OLIVE STREET North 44 deg 52 min 30 sec West a distance of 144.00 feet to a
      "X"
      cut found in concrete at a corner-clip;

     

    THENCE
      departing the northeasterly Right-of-Way line of said OLIVE STREET and along
      said corner-clip North 00 deg 00 min 54 sec East a distance of 14.17 feet to
      the
      POINT OF BEGINNING;

     

    CONTAINING
      within these metes and bounds 0.573 acres or 24,960 square feet of land more
      or
      less. Bearings contained within this field note description are based upon
      anon
      the ground survey performed in the field on the 30th day of March 2006 utilizing
      the bearings as found on the Plat of 2200 ROSS ADDITION, an addition to the
      City
      of Dallas as recorded in Volume 85018, Page 1062 (DRDCT).

     

    


     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B                                

     

    


     

    SPECIAL
      WARRANTY DEED

     

    THE
      STATE
      OF
      TEXAS                                                      §

     

    §KNOW
      ALL MEN BY THESE
      PRESENTS:

     

    COUNTY  OF
      DALLAS                                                      §

     

    THAT
      2200 ROSS, L.P., a Texas limited partnership
      (“Grantor”), for and in consideration of the sum of
      $10.00 and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, has GRANTED, BARGAINED, SOLD, and CONVEYED and
      by
      these presents does GRANT, BARGAIN, SELL, and CONVEY unto
      ______________________, a _________________ (“Grantee”)
      the tracts or parcels of land in Dallas County, Texas, described in
      Exhibit A, together with all rights, titles, and interests appurtenant
      thereto including, without limitation, Grantor’s interest, if any, in any and
      all adjacent streets, alleys, rights of way and any adjacent strips and gores
      (such land and interests are hereinafter collectively referred to as the
“Property”).

     

    This
      Special Warranty Deed and the conveyance hereinabove set forth is executed
      by
      Grantor and accepted by Grantee subject to the matters described in
      Exhibit B hereto and incorporated herein by this reference, to the extent
      the same are validly existing and applicable to the Property (hereinafter
      referred to collectively as the “Permitted
      Exceptions”).

     

    NOTWITHSTANDING
      ANYTHING CONTAINED IN THIS SPECIAL WARRANTY DEED TO THE CONTRARY, THIS SPECIAL
      WARRANTY DEED IS SUBJECT TO ALL DISCLAIMERS AND QUALIFICATIONS BY GRANTOR SET
      FORTH IN ARTICLE 11 OF THE PURCHASE AND SALE AGREEMENT DATED OCTOBER 15, 2007,
      BETWEEN GRANTOR, AS SELLER, AND GRANTEE (OR GRANTEE’S PREDECESSOR IN INTEREST),
      AS PURCHASER, WITH RESPECT TO THE PROPERTY, AND GRANTOR AND GRANTEE AGREE THAT
      ALL SUCH DISCLAIMERS AND QUALIFICATIONS SHALL, AS BETWEEN GRANTOR AND GRANTEE,
      SURVIVE THE DELIVERY AND ACCEPTANCE OF THIS SPECIAL WARRANTY DEED.

     

    TO
      HAVE
      AND TO HOLD the Property, together with all and singular the rights and
      appurtenances thereunto in anywise belonging, unto Grantee, its successors
      and
      assigns forever, and Grantor does hereby bind itself, its successors and
      assigns, to WARRANT AND FOREVER DEFEND all and singular the title to the
      Property unto the said Grantee, its successors and assigns against every person
      whomsoever lawfully claiming or to claim the same or any part thereof by,
      through, or under Grantor but not otherwise, subject to the Permitted
      Exceptions.

     

    Grantee’s
      address is:  __________________________.

     

    EXECUTED
      as of _____________________, 200__.

     

    2200
      ROSS, L.P., a Texas limited partnership

    
      	
               

            	
              By:

            	
              Stream
                Acquisition XXXV, L.L.C., a Texas limited liability company, its
                general
                partner

            


    

    


    


    By:                                                                    

    Name:                                                                    

    Title:                                                                    

    


     

    THE
      STATE
      OF
      TEXAS                                                      §

     

    §

     

    COUNTY  OF  DALLAS                                                      §

     

    This
      instrument was acknowledged before me on ______________, 2007, by
      ___________________, ___________________ of Stream Acquisition XXXV, L.L.C.,
      a
      Texas limited liability company, on behalf of said limited liability company,
      acting in the capacity as the general partner of 2200 Ross, L.P., a Texas
      limited partnership.

     

    


    Notary
      Public, State of Texas

    My
      commission
      expires:                                                                           


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    


     

    [DESCRIPTION
      OF THE PROPERTY]

     

    


    



    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    


     

    [PERMITTED
      EXCEPTIONS]

     

    


    



    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      C                                

     

    


     

    BILL
      OF SALE, ASSIGNMENT AND ASSUMPTION

     

    OF
      LEASES AND CONTRACTS

     

    [Chase
      Tower, Dallas, Texas]

     

    THIS
      BILL
      OF SALE, ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (this
“Bill of Sale”) is made as of the __________ day of
      _______________, 2007, by and between 2200 ROSS, L.P., a Texas
      limited partnership (“Assignor”), and
      ______________________________, a ____________________
      (“Assignee”).

     

    W
      I T N E S S E T H:

     

    For
      good
      and valuable consideration, receipt and sufficiency of which are hereby
      acknowledged, Assignor and Assignee hereby agree as follows:

     

    1.  Assignor
      hereby sells, transfers, assigns and conveys to Assignee the
      following:

     

    (a)  All
      right, title and interest of Assignor in and to all tangible personal property
      (“Personalty”) set forth in the inventory on Exhibit
      A hereto and made a part hereof, and located on, and used in connection
      with
      the management, maintenance or operation of that certain land and improvements
      located in the County of Dallas, State of Texas, as more particularly described
      in Exhibit B hereto and made a part hereof (“Real
      Property”), but excluding tangible personal property owned or
      leased by Assignor’s property manager or the tenants of the Real Property under
      the Tenant Leases (as defined below).

     

    (b)  All
      right, title and interest of Assignor in and to those certain leases described
      on Exhibit C hereto and made a part hereof (the “Tenant
      Leases”), relating to the leasing of space in the Real Property and
      all of the rights, interests, benefits and privileges of the lessor thereunder,
      and to the extent Assignee has not received a credit therefor under the Purchase
      Agreement (as defined below), all prepaid rents and security and other deposits
      held by Assignor under the Tenant Leases and not credited or returned to
      tenants, but subject to all terms, conditions, reservations and limitations
      set
      forth in the Tenant Leases.

     

    (c)  To
      the
      extent assignable, all right, title and interest of Assignor in and to those
      certain contracts set forth on Exhibit D hereto and made a part hereof,
      and all warranties, guaranties, indemnities and claims (including, without
      limitation, for workmanship, materials and performance) and which exist or
      may
      hereafter exist against any contractor, subcontractor, manufacturer or supplier
      or laborer or other services relating thereto (collectively, the
“Contracts”).

     

    (d)  All
      right, title and interest of Assignor in and to those agreements set forth
      on
Exhibit E hereto and made a part hereof (the “License
      Agreements”).

     

    2.  This
      Bill
      of Sale is given pursuant to that certain Purchase and Sale Agreement (as
      amended, the “Purchase Agreement”) dated as of
      ____________________, between Assignor and Assignee (or Assignee’s predecessor
      in interest), providing for, among other things, the conveyance of the
      Personalty, the Tenant Leases, the License Agreements and the
      Contracts.

     

    3.  As
      set
      forth in Article 11 of the Purchase Agreement, which is hereby incorporated
      by reference as if herein set out in full and except as set forth herein, the
      property conveyed hereunder is conveyed by Assignor and accepted by Assignee
      AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATSOEVER NATURE,
      EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT,
      IT
      BEING THE INTENTION OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE AND EXCLUDE
      ALL
      WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
      MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED
      BY
      ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY
      CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER WARRANTIES
      WHATSOEVER CONTAINED IN OR CREATED BY THE TEXAS UNIFORM COMMERCIAL
      CODE.

     

    4.  Assignee
      hereby accepts the assignment of the Personalty, the Tenant Leases, the
      Contracts and the License Agreements and agrees to assume and discharge, in
      accordance with the terms thereof, (a) all of the obligations thereunder from
      and after the date hereof, including, without limitation, the obligations and
      duties of Assignor relating to any tenant deposits either assigned to Assignee
      or for which Assignee received a credit from Assignor pursuant to the Purchase
      Agreement, and (b) all of the lessor’s obligations under the Tenant Leases
      relating to the physical, environmental or legal compliance status of the Real
      Property, whether arising before or after the date
      hereof.  Additionally, but without limiting the generality of the
      foregoing, (i) Assignee agrees to assume and discharge all leasing commissions,
      costs for tenant improvements, legal fees and other costs and expenses incurred
      with respect to Tenant Leases and Tenant Lease renewals and extensions and
      License Agreements and License Agreement renewals and extensions executed
      subsequent to the Effective Date of the Agreement and those set forth on
Exhibit F hereto, and (ii) Assignee agrees to assume and discharge all
      obligations of Assignor, as landlord under the Locke Lord Lease, to pay Locke
      Lord any amount due to Locke Lord with respect to the Locke Lord Electrical
      Charge Dispute (as each such term is defined in the Purchase Agreement), other
      than Assignor’s Retained Locke Lord Electrical Dispute Obligations (as defined
      below), and releases Assignor from all responsibility and liability in
      connection with the Locke Lord Electrical Charge Dispute (other than Assignor’s
      Retained Locke Lord Electrical Dispute Obligations).  Assignee agrees
      to indemnify and hold harmless Assignor from any cost, liability, damage or
      expense (including attorneys’ fees) arising out of or relating to Assignee’s
      failure to perform any of the foregoing obligations.  As used herein,
“Assignor’s Retained Locke Lord Electrical Dispute
      Obligations” means amounts, if any, due to Locke Lord for
      overpayments of submetered electrical charges under the Locke Lord Lease for
      any
      period prior to the Closing Date that exceed, in the aggregate,
      $138,100.00.

     

    5.  Assignor
      agrees to indemnify and hold harmless Assignee from any cost, liability, damage
      or expense (including attorneys’ fees) arising out of or relating to Assignor’s
      failure to perform (i) any of the obligations of Assignor under the Tenant
      Leases, Contracts or License Agreements, to the extent accruing prior to the
      date hereof, excluding all of the lessor’s obligations under the Tenant Leases
      relating to the physical, environmental or legal compliance status of the Real
      Property (whether accruing before or after the date hereof), and (ii) Assignor’s
      Retained Locke Lord Electrical Dispute Obligations.

     

    6.  This
      Bill
      of Sale may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      instrument.

     

    [Remainder
      of this page intentionally left blank]

     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Bill of Sale as of the
      date first above written.

     

    ASSIGNOR:

    


    2200
      ROSS, L.P., a Texas limited partnership

    
      	
               

            	
              By:

            	
              Stream
                Acquisition XXXV, L.L.C., a Texas limited liability company, its
                general
                partner

            


    

    


    


    By:                                                                 

    Name:                                                                 

    Title:                                                                 

    


     

    ASSIGNEE:

    


     ,

    a                                                                           

    


    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    


     

    Exhibit
      A                     Personalty

     

    Exhibit
      B                     Real
      Property

     

    Exhibit
      C                     Tenant
      Leases

     

    Exhibit
      D                     Contracts

     

    Exhibit
      E                     License
      Agreements

     

    Exhibit
      F                     Lease
      Costs and Expenses

     

    


     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      D                                

     

    


     

    FIRPTA
      CERTIFICATE

     

    Section
      1445 of the Internal Revenue Code provides that a transferee of a U.S. real
      property interest must withhold tax if the transferor is a foreign
      person.  For U.S. tax purposes (including Section 1445), the owner of
      a disregarded entity (which has legal title to a U.S. real property interest
      under local law) will be the transferor of the property and not the disregarded
      entity.  To inform ______________________________
      (“Transferee”) that withholding of tax is not required
      upon the disposition of a U.S. real property interest by ______________________,
      a ______________________ (“Transferor”), the beneficial owner of
      ______________________________ (U.S. employer identification number
      ____________________), the undersigned, in his capacity as
      ______________________________ of ______________________________, but not
      individually, hereby certifies to Transferee the following on behalf of
      Transferor:

     

    1.  Transferor
      is not a foreign corporation, foreign partnership, foreign trust, or foreign
      estate (as those terms are defined in the Internal Revenue Code and Income
      Tax
      Regulations);

     

    2.  Transferor
      is not a disregarded entity as defined in Section 1.1445
      2(b)(2)(iii);

     

    3.  Transferor’s
      U.S. employer identification number is ___________; and

     

    4.  Transferor’s
      office address is __________________________________.

     

    Transferor
      understands that this certification may be disclosed to the Internal Revenue
      Service by Transferee and that any false statement contained herein could be
      punished by fine, imprisonment, or both.

     

    Under
      penalties of perjury I declare that I have examined this certification and
      to
      the best of my knowledge and belief it is true, correct and complete, and I
      further declare that I have authority to sign this document on behalf of
      Transferor.

     

    Dated
      as
      of _______________, 2007.

     

    ________________________________________,
      a _____________________

    


    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    



    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      E                                

     

    


     

    NOTICE
      TO TENANTS

     

    _____________,
      ____

     

    ______________________________

     

    ______________________________

     

    ______________________________

     

    ______________________________

     

    Dear
      Tenant:

     

    You
      are
      hereby notified that 2200 Ross, L.P., a Texas limited partnership
      (“Seller”), the current owner of Chase Tower, 2200 Ross
      Avenue, Dallas, Texas, and the property known as the Pearl Street Garage and
      located at the southwest corner of Pearl Street and San Jacinto, Dallas, Texas
      (collectively, the “Property”) and the current owner of
      the landlord’s interest in your lease in the Property, has sold the Property to
      _____________________, a ___________________(“New
      Owner”), as of the above date.  In connection with such
      sale, Seller has assigned and transferred its interest in your lease and your
      security deposit thereunder in the amount of $_______________ (the
“Security Deposit”) to New Owner, and New Owner has
      assumed and agreed to perform all of the landlord’s obligations under your lease
      (including any obligations set forth in your lease or under applicable law
      to
      repay or account for the Security Deposit) from and after such
      date.  New Owner acknowledges that New Owner has received and is
      responsible for the Security Deposit.

     

    Accordingly,
      (a) all your obligations under the lease from and after the date hereof,
      including your obligation to pay rent, shall be performable to and for the
      benefit of New Owner, its successors and assigns, and (b) all the obligations
      of
      the landlord under the lease, including any obligations thereunder or under
      applicable law to repay or account for the Security Deposit, shall be the
      binding obligation of New Owner and its successors and
      assigns.  Unless and until you are otherwise notified in writing by
      New Owner, the address of New Owner for all purposes under your lease
      is:

     

    
      	
               

            	
              ______________________________

            


    

     

    
      	
               

            	
              ______________________________

            


    

     

    
      	
               

            	
              ______________________________

            


    

     

    
      	
               

            	
              ______________________________

            


    

     

    Very
      truly yours,

    


    SELLER:

    


    2200
      ROSS, L.P., a Texas limited partnership

    
      	
               

            	
              By:Stream
                Acquisition XXXV, L.L.C., a Texas limited liability company, its
                general
                partner

            


    

    


    


    By:                                                                   

    Name:                                                                   

    Title:                                                                   

    


     

    NEW
      OWNER:

    


    _______________________________________,
      a ____________________________________

    


    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    



    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      F                                

     

    


     

    TENANT
      ESTOPPEL CERTIFICATE

     

    
      	
              From:

            	
              _________________________

            


    

     

    
      	
               

            	
              (“Tenant”)

            


    

     

    
      	
              To:

            	
              Hines
                REIT 2200 Ross Avenue LP and

            


    

     

    
      	
               

            	
              Hines
                REIT Properties, L.P.,

            


    

     

    
      	
               

            	
              its
                or their respective affiliates, subsidiaries, successors and/or
                assigns

            


    

     

    
      	
               

            	
              c/o
                Hines Interests Limited Partnership

            


    

     

    
      	
               

            	
              2800
                Post Oak Boulevard, Suite 5000

            


    

     

    
      	
               

            	
              Houston,
                Texas 77056-6118

            


    

     

    
      	
               

            	
              (“Purchaser”)

            


    

     

    
      	
               

            	
              and

            


    

     

    
      	
               

            	
              ____________________________

            


    

     

    
      	
               

            	
              ____________________________

            


    

     

    
      	
               

            	
              ____________________________

            


    

     

    
      	
               

            	
              ____________________________

            


    

     

    
      	
               

            	
              (“Landlord”)

            


    

     

    
      	
              Lease:

            	
              Lease
                dated _______________, ____ between ____________________, a
                ________________, and ____________________, a ________________ covering
                the Premises (as defined below), as modified, altered or amended
                (as
                further described in Paragraph 1 below) (the
                “Lease”).

            


    

     

    
      	
              Premises:

            	
              Suite
                _____, consisting of a total of __________ rentable square feet (as
                set
                forth in the Lease) (the “Premises”), located in
                the building [commonly known as ______________________] having an
                address of _______________________ (the
                “Building”).

            


    

     

    Tenant
      hereby certifies to Landlord, Purchaser and any lender or mortgagee which may
      provide financing to Purchaser secured by a deed of trust or mortgage on the
      Building, and the successors and assigns of such lender or mortgagee
      (collectively, “Purchaser's Lender”), as
      follows:

     

    1.  Tenant
      is
      the current Tenant under the Lease, a true, correct and complete copy of which
      (including all modifications, alterations and amendments thereto) is attached
      as
Exhibit A hereto.  Except for the documents attached as
Exhibit A hereto, the Lease has not been modified, altered or
      amended in any respect.  The Lease is in full force and effect and is
      the only lease, agreement or understanding between Landlord and Tenant affecting
      the Premises and any rights to parking.  IF APPLICABLE: In
      connection with the Premises, Tenant also leases ________ square feet of storage
      space in the Building pursuant to [the Lease] [a separate storage space
      license or lease agreement, a true, correct and complete copy of which is
      attached as Exhibit A hereto].

     

    2.  The
      term
      of the Lease expires on ___________________.  Except as described
      below1, Tenant does not have
      any options or rights to renew, expand, cancel or terminate the Lease, to reduce
      the Premises nor to lease any additional space in the Building:

     

    [Here
      describe all applicable rights or options, or if “none”, so
      state]

     

    3.  Tenant’s
      current use of the Premises (which use is expressly permitted by the terms
      of
      the Lease) is [general office] [retail – if retail, specify exact nature of
      retail use].  Tenant has accepted and is presently occupying the
      Premises (and any applicable storage space).2

     

    4.  Tenant
      has no option or right of first refusal or offer to purchase the Premises,
      any
      other portion of the Building or any interest therein.

     

    5.  Tenant's
      interest in the Premises and under the Lease have not been assigned or
      encumbered, and no portion of the Premises have been sublet, except in each
      case
      as specified on Exhibit B attached hereto.

     

    6.  The
      base
      rent under the Lease for the current lease year is $___________ per month
[and the rent for the storage space is $_______ per
      month].  Tenant is responsible to pay, as additional rent, for
      its pro rata share (______%) operating expenses for the Building in excess
      of
      base operating expenses of $__________ or base year expense, which are the
      operating expenses for the calendar year ____.  Tenant has fully paid
      all base rent, [storage space rent], additional rent and other sums due
      and payable under the Lease on or before the date of this Certificate and Tenant
      has not paid any rent more than one month in advance.  Tenant is not
      in default under any of the terms, conditions or covenants of the Lease [or
      any related storage space license or lease] to be performed or complied
      with by Tenant, and no event has occurred and no circumstance exists which,
      with
      the passage of time or the giving of notice by Landlord, or both, would
      constitute such a default.

     

    7.  As
      of the
      date of this Certificate, Landlord is not in default under any of the terms,
      conditions or covenants of the Lease [or any related storage space license
      or lease] to be performed or complied with by Landlord, and no event has
      occurred and no circumstance exists which, with the passage of time or the
      giving of notice by Tenant, or both, would constitute such a default. 3

     

    8.  As
      of the
      date of this Certificate, Tenant has no defenses, offsets or credits against
      the
      payment or rent and other sums due or to become due under the Lease [or any
      related storage space license or lease] or against the performance of any
      other of Tenant’s obligations under the Lease [or any related storage space
      license or lease].4

     

    9.  Tenant
      has paid or delivered to Landlord a cash security deposit in the amount of
      $___________ [and/or a letter of credit (identify letter of credit by
      instrument number, date, issuing bank and named beneficiary)], and of such
      deposit $________ remains on deposit with Landlord [and the current amount
      available to be drawn under such letter of credit is
      $__________.]

     

    10.  Tenant
      agrees that, from and after the date hereof, Tenant will not pay any rent under
      the Lease more than one (1) month in advance of its due date except to the
      extent required by the terms of the Lease (e.g., payments of estimated operating
      expenses).

     

    11.  Tenant
      is
      not entitled to any rent concession, rent abatement or “free” rent.

     

    12.  All
      improvements, alterations, or additions to the Premises required to be made
      by
      Landlord have been completed to the satisfaction of Tenant.  All
      contributions required to be made by Landlord for improvements to the Premises,
      including abatements, allowances or credits or offsets, if any, against rent
      or
      other charges due under the Lease, have been paid in full to Tenant.5

     

    13.  There
      are
      no actions, whether voluntary or otherwise, pending or threatened against Tenant
      (or any guarantor of Tenant’s obligations pursuant to the Lease) under the
      bankruptcy or insolvency laws of the United States or any state thereof, and
      there are no attachments, executions, assignments for the benefit of creditors,
      or voluntary or involuntary proceedings under the U.S. Bankruptcy Code or any
      other debtor relief laws pending or threatened against Tenant.6

     

    14.  The
      correct name and mailing address of Tenant for notice purposes under the Lease
      is as follows:

     

    
      	
               

            	
              _____________________________

            


    

     

    
      	
               

            	
              _____________________________

            


    

     

    
      	
               

            	
              _____________________________

            


    

     

    
      	
               

            	
              _____________________________

            


    

     

    
      	
               

            	
              Attn:
                _________________________

            


    

     

    
      	
              with
                copy to:

            	
              _____________________________

            


    

     

    
      	
               

            	
              _____________________________

            


    

     

    
      	
               

            	
              _____________________________

            


    

     

    
      	
               

            	
              _____________________________

            


    

     

    
      	
               

            	
              Attn:
                _________________________

            


    

     

    15.  Tenant
      understands that this Certificate is required in connection with Purchaser’s
      acquisition of the Property, and Tenant agrees that Purchaser and its lenders,
      successors and/or assigns (including, without limitation, Purchaser’s Lender,
      any other parties providing financing of any type or equity in connection with
      Purchaser’s acquisition of the Property, and their respective successors and/or
      assigns) will, and will be entitled to, rely on the truth of this
      Certificate.

     

    16.  The
      party
      executing this Certificate on behalf of Tenant represents that he/she has been
      duly authorized to do so on behalf of Tenant.

     

    EXECUTED
      on this _____ day of ___________, 200_.

     

    TENANT:

    


    


    


    


    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    


     

    

      

    

     

      1
        If a tenant changes
        the phrase “Except as described below” to “Except as provided in the Lease”,
        then for purposes of Section 6.4 of the
        Purchase and Sale Agreement, such Tenant Estoppel Certificate shall still
        constitute an acceptable Tenant Estoppel.

    

     

      2
        In the case of
        recently-signed Leases or expansions in which the premises (or the additions
        thereto) have not been delivered to the tenant, this paragraph may be modified
        to reflect such facts, and in such case, such Tenant Estoppel Certificate
        shall
        still constitute an acceptable Tenant Estoppel.

    

     

      3
        If a tenant
        qualifies this paragraph with “to Tenant’s knowledge,” “known to Tenant” or
        similar knowledge qualifiers, then for purposes of Section 6.4 of the Purchase and Sale Agreement,
        such Tenant Estoppel Certificate shall still constitute an acceptable Tenant
        Estoppel.

    

     

      4
        If a tenant
        qualifies this paragraph with “to Tenant’s knowledge,” “known to Tenant” or
        similar knowledge qualifiers, then for purposes of Section 6.4 of the Purchase and Sale Agreement,
        such Tenant Estoppel Certificate shall still constitute an acceptable Tenant
        Estoppel.

    

     

      5
        This paragraph may
        be modified to reflect the non-completion of space and/or the non-payment
        of
        allowances for Leases in which construction of leasehold improvements in
        the
        Premises (or any expansion thereof) is ongoing as of the date of the Tenant
        Estoppel Certificate or is to be commenced in the future, so long as all
        such
        allowances and related Leasing Costs for such leasehold improvements are
        specifically set forth on Exhibit I to the Purchase and Sale Agreement
        and in such case, such Tenant Estoppel Certificate shall still constitute
        an
        acceptable Tenant Estoppel.

    

     

      6
        If a tenant
        qualifies this paragraph with “to Tenant’s knowledge,” “known to Tenant” or
        similar knowledge qualifiers, then for purposes of Section 6.4 of the Purchase and Sale Agreement,
        such Tenant Estoppel Certificate shall still constitute an acceptable Tenant
        Estoppel.

    


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    TO

     

    TENANT
      ESTOPPEL CERTIFICATE

     

    [Lease
      Agreement and Amendments Thereto, If Any]

     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    TO

     

    TENANT
      ESTOPPEL CERTIFICATE

     

    [Assignments,
      Encumbrances or Sublettings of Premises, If Any]

    



    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      G                                

     

    


     

    LIST
      OF TENANTS

     

    Allen
      Development of Texas, L.L.C.

    American
      Capital Strategies, LTD

    Aramark
      Services, Inc.

    Barrow
      Hanley Mewhinney & Strauss, Inc.

    Best
      Associates

    Calyon

    JPMorgan
      Chase Bank National Association

    Crews,
      Shepherd & McCarty, LLP  Alston & Bird LLP

    Dallas
      Petroleum Club

    Daniel
      Sheehan & Associates, LLP

    Deloitte
      & Touche USA LLP

    Etalk
      Corporation

    Evolve
      Capital, LTD

    Execu
      Store Convenience Shops, Inc.

    FCM
      Investments, L.P.

    Fulbright
      & Jaworski L.L.P.

    Greenberg
      Traurig, LLP

    Jeanne
      R.
      Johnson

    Locke
      Lord Bissell & Liddell LLP (f/k/a Locke Liddell & Sapp,
      PLLC)

    Markland
      Hanley LLP

    Susana
      Martinez dba Maya Flowers, Inc.

    McKinsey
      & Company, Inc. United States

    Mercury
      Financial Group, LLC

    Metropolitan
      Fiber Systems of Dallas, Inc.

    MSDW
      Southwest Partners, L.P.

    Chong
      Murtuza dba Cuff and Collar Dry Cleaner & Laundry (cx: Nurtuza)

    NexBank,
      SSB

    The
      Novati Group LLC

    Powell
      Goldstein LLP

    The
      Prudential Insurance Company of America

    Radiologix,
      Inc.

    RECN
      of
      Texas LP dba Resources Global Professionals

    Rickey
      Thornton dba Morning Glory Shoe Service

    Scott
      & Scott, LLP and Lawfinders Associates, Inc.

    Standard
      Parking Corporation

    Stream
      Realty Partners, L.P.

    Stream
      Dallas Office, L.P.

    Summit
      Partners Management Co.

    Texas
      Petroleum Resources

    Transition
      Capital Partners, LTD and Robert Hitzelberger

    Transition
      Capital Partners, LTD

    United
      Parcel Service, Inc. (for space on LL2-99)

    William
      Blair Funds Placement Group, L.L.C.

    Z
      Projects, LLC

    


    Other
      Rents (including licensees under License Agreements):

    


    Charles
      Houston dba Carsmetics

    Cogent
      Communications, Inc.

    Cypress
      Communications, Inc.

    Dallas
      MTA, L.P. dba Verizon Wireless

    DFW
      Parksigns Advertising, L.P.

    Federal
      Express Corporation

    Robert
      Fiedler dba Big Media

    United
      Parcel Service, Inc. (for Drop Box)

    


     

    



    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      H                                

     

    


     

    MANDATORY
      ARBITRATION

     

    The
      parties have agreed to submit disputes to mandatory arbitration in accordance
      with the following provisions:

     

    1.  Arbitration.

     

    (a)  General.  Any
      dispute among Seller and Purchaser as to the interpretation of any provision
      of
      this Agreement or the rights and obligations of any party hereunder shall be
      resolved through binding arbitration as hereinafter provided in Dallas,
      Texas.

     

    (b)  Selection
      of Arbitrator.  If arbitration is required to resolve a
      dispute among Seller and Purchaser, either Seller or Purchaser may select one
      person to act as the arbitrator for resolution of the dispute (the first party
      to give written notice of its proposed arbitrator to the other party hereto
      shall be the “Initiating Party”).  The person
      so selected by the Initiating Party (1) shall not be an affiliate of any party
      to the dispute in question, and (2) shall have his name on a list of arbitrators
      approved by the American Arbitration Association
      (“AAA”), Judicial Arbitration and Mediation Services,
      Inc. or another entity then active in arbitration.  The Initiating
      Party shall give written notice to the other party hereto specifying the person
      selected by the Initiating Party to act as the arbitrator for resolution of
      that
      dispute.  The other party hereto shall have the right to object to the
      qualifications or independence of the person so selected by the Initiating
      Party
      to act as the arbitrator for resolution of that dispute.  If, within
      ten Business Days after the Initiating Party gives written notice specifying
      the
      person selected by the Initiating Party to act as arbitrator, the Initiating
      Party has not received a writing from the other party hereto objecting to the
      qualifications or independence of the person so selected by the Initiating
      Party, the person selected by the Initiating Party shall act as the arbitrator
      for resolution of the dispute in question.  If, within ten Business
      Days after the Initiating Party gives written notice specifying the person
      selected by the Initiating Party to act as arbitrator, the Initiating Party
      receives a writing from the other party hereto objecting to the qualifications
      or independence of the person so selected by the Initiating Party, the person
      so
      selected by the Initiating Party shall not serve as the arbitrator for
      resolution of the dispute, and if the parties have not mutually otherwise agreed
      on an arbitrator within five Business Days after written notice of the
      objection, either party hereto may request the Dallas office of the AAA to
      select one person to act as the arbitrator for resolution of the
      dispute.

     

    (c)  Rules
      of Arbitration.  The arbitrator selected pursuant to
      Section 1(b) above will establish the
      rules for proceeding with the arbitration of the dispute, which will be binding
      upon all parties to the arbitration proceeding.  The arbitrator may
      use the rules of AAA for commercial arbitration but is encouraged to adopt
      the
      rules the arbitrator deems appropriate to accomplish the arbitration in the
      quickest and least expensive manner possible.  Accordingly, the
      arbitrator may (1) dispense with any formal rules of evidence and allow hearsay
      testimony so as to limit the number of witnesses required, (2) accept evidence
      of property values without formal appraisals and upon such information provided
      by Seller and Purchaser or other persons and otherwise minimize discovery
      procedures as the arbitrator deems appropriate, (3) act upon his understanding
      or interpretation of the law on any issue without the obligation to research
      the
      issue or accept or act upon briefs of the issue prepared by any party, (4)
      limit
      the time for presentation of any party’s case as well as the amount of
      information or number of witnesses to be presented in connection with any
      hearing, and (5) impose any other rules which the arbitrator believes
      appropriate to effect a resolution of the dispute as quickly and inexpensively
      as possible.  In any event, the arbitrator (A) shall permit each side
      no more than two depositions (including any deposition of experts), which
      depositions may not exceed four hours each, one set of ten interrogatories
      (inclusive of sub-parts) and one set of five document requests (inclusive of
      sub-parts), (B) shall not permit any requests for admissions, (C) shall limit
      the hearing, if any, to two days, and (D) shall render his or her decision
      within 60 days of the filing of the arbitration.

     

    (d)  Costs
      of Arbitration.  The arbitrator will have the exclusive
      authority to determine and award costs of arbitration and the costs incurred
      by
      any party for its attorneys, advisors and consultants.

     

    (e)  Award
      of Arbitrator.  Any award made by the arbitrator shall be
      binding on Seller, Purchaser and all parties to the arbitration and shall be
      enforceable to the fullest extent of the law.

     

    (f)  Governing
      Law; Actual Damages; Etc.  In reaching any determination
      or award, the arbitrator will apply the laws of the state in which the Property
      is located.  Except as permitted under Section 1(d) above, the arbitrator’s award will be
      limited to actual damages and will not include punitive or exemplary
      damages.  Nothing contained in this Agreement will be deemed to give
      the arbitrator any authority, power or right to alter, change, amend, modify,
      add to or subtract from any of the provisions of this Agreement.  All
      privileges under state and federal law, including, without limitation,
      attorney-client, work product and party communication privileges, shall be
      preserved and protected.  All experts engaged  by a party
      must be disclosed to the other party within 14 days after the date of notice
      and
      demand for arbitration is given.

     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      I                                

     

    


     

    LEASING
      COSTS TO BE PAID BY SELLER OR CREDITED TO
      PURCHASER

     

    [See
      schedules that follow this cover page, which schedules constitute this
      Exhibit]

     

    



    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      J                                

     

    


     

    ADDITIONAL
      DUE DILIGENCE MATERIALS

     

    1.  Copies
      of
      any and all Leases (including any and all amendments, riders, licenses, work
      letters, inducement letters, side letters, etc.), easements, contracts, and
      agreements (including consulting, leasing, management, maintenance, repair,
      service, supply and contracts or agreements of any kind or nature) affecting
      the
      Property, rent rolls, delinquency reports, any and all capital expenditure
      budgets and reports, and any other items reasonably requested by Purchaser
      relating exclusively to the ownership, operation or maintenance of the
      Property.

     

    2.  Any
      and
      all documentation which is in possession of Seller or its authorized
      representatives or agents in connection with the environmental condition of
      the
      Property (including a Phase I and Phase II, if available), any and all
      geotechnical, foundation and soils reports, all recorded documents and
      agreements affecting the Property, remediation and monitoring plans,
      correspondence with governmental agencies, any title reports on the Property
      including copies of Seller’s existing title policies (but with the insured
      amounts redacted at Seller’s option), together with copies of all supporting
      documents and exhibits, and any surveys of the Property.

     

    3.  Copies
      of
      any and all area calculations, surveys, plans and specifications (ADA,
      architectural, engineering, landscaping, interiors, etc.), construction
      documents, site plans, computerized or CAD documents and electronic files,
      engineering reports, physical inspection reports, certificates of occupancy,
      permits, governmental entitlements/approvals and similar documents in the
      possession of Seller or its authorized representatives or agents.

     

    4.  Copies
      of
      any audited financial statements and expenses for the last three full years
      including the following supporting documentation: (a) copies of the
      property tax assessments and tax bills for the past three years,
      (b) insurance policies and premiums, (c) a schedule of all personal
      property and fixtures, (d) utility statements and contracts,
      (e) operating expense reconciliations and base year calculations with
      supporting documentation for all tenants of the Property, (f) parking
      garage operating statements, and (g) all maintenance schedules, records or
      reports.

     

    5.  Seller’s
      general files, including all landlord/tenant correspondence.

     

    



    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      K                                

     

    


     

    FORMS
      OF SKYBRIDGE ESTOPPELS

     

    


     

    Skybridge
      Estoppel Certificate – 2100 Ross Avenue

     

    The
      following terms as used in this Certificate have the meanings defined
      below:

     

    
      	
              2100
                Ross Avenue

            	
              _____________________

            


    

    
      	
               

            	
              Owner:

            


    

     

    
      	
              2200
                Ross Avenue

            	
              2200
                Ross, L.P.

            


    

    
      	
               

            	
              Owner:

            


    

     

    
      	
              Agreement:

            	
              Skybridge
                Easements Agreement dated June 30, 1988, filed for record on October
                5,
                1988 and recorded in Volume 88194, Page 4800, Deed Records, Dallas
                County,
                Texas

            


    

     

    2100
      Ross
      Avenue Owner hereby agrees with and certifies to Hines REIT 2200 Ross Avenue
      LP
      and its designated affiliate, as purchasers of the real property owned by 2200
      Ross Avenue Owner located at 2200 Ross Avenue, Dallas, Texas, and as successors
      to 2200 Ross Avenue Owner under the Agreement, and to their mortgagees, as
      follows:

     

    1.           The
      Agreement has not been amended, modified or supplemented.

     

    2.           The
      Agreement is in full force and effect.  As of the date of this
      Certificate, to the current actual knowledge of the 2100 Ross Avenue Owner,
      without investigation or inquiry, there are no defaults under the Agreement
      by
      2100 Ross Avenue Owner or 2200 Ross Avenue Owner which remain uncured nor are
      there any conditions which with the passage of time or giving of notice or
      both
      would become a default by 2100 Ross Avenue Owner or 2200 Ross Avenue Owner
      under
      the Agreement.

     

    3.           As
      of the date of the Certificate, the 2200 Ross Avenue Owner does not owe the
      2100
      Ross Avenue Owner any costs or expenses under the Agreement.

     

    4.           As
      of the date of this Certificate, 2100 Ross Avenue Owner has not prepaid to
      the
      2200 Ross Avenue Owner any charges payable by 2100 Ross Avenue Owner under
      the
      Agreement.

     

    Executed
      as of the ____ day of ____________, 2007.

     

    __________________________________

    


    


    By:                                                                 

    Name:                                                                            

    Title:                                                                           

    


    


     

    Skybridge
      Estoppel Certificate – Plaza of the Americas

     

    The
      following terms as used in this Certificate have the meanings defined
      below:

     

    
      	
              Plaza
                Owner:

            	
              _____________________

            


    

    


     

    
      	
              2200
                Ross Avenue

            	
              2200
                Ross, L.P.

            


    

    
      	
               

            	
              Owner:

            


    

     

    
      	
              Agreement:

            	
              Skybridge
                Easements Agreement dated January 31, 1992, filed for record on March
                10,
                1992 and recorded in Volume 92048, Page 2890, Deed Records, Dallas
                County,
                Texas

            


    

     

    Plaza
      Owner hereby agrees with and certifies to Hines REIT 2200 Ross Avenue LP and
      its
      designated affiliate, as purchasers of the real property owned by 2200 Ross
      Avenue Owner located at 2200 Ross Avenue, Dallas, Texas, and as successors
      to
      2200 Ross Avenue Owner under the Agreement, and to their mortgagees, as
      follows:

     

    1.           The
      Agreement has not been amended, modified or supplemented.

     

    2.           The
      Agreement is in full force and effect.  As of the date of this
      Certificate, to the current actual knowledge of the Plaza Owner, without
      investigation or inquiry, there are no defaults under the Agreement by Plaza
      Owner or 2200 Ross Avenue Owner which remain uncured nor are there any
      conditions which with the passage of time or giving of notice or both would
      become a default by Plaza Owner or 2200 Ross Avenue Owner under the
      Agreement.

     

    3.           As
      of the date of the Certificate, the 2200 Ross Avenue Owner does not owe the
      Plaza Owner any costs or expenses under the Agreement.

     

    4.           As
      of the date of this Certificate, Plaza Owner has not prepaid to the 2200 Ross
      Avenue Owner any charges payable by Plaza Owner under the Agreement, except
      the
      sum of $23,000.00, which is Plaza Owner’s share of estimated expenses under the
      Agreement for the calendar year 2007.

     

    5.           Plaza
      Owner agrees that Hines Interests Limited Partnership is an acceptable “Manager”
under the Agreement.

     

    Executed
      as of the ____ day of ____________, 2007.

     

    __________________________________

    


    


    By:                                                                 

    Name:                                                                            

    Title:                                                                           

    



    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      L                                

     

    


     

    TERMS
      OF AMENDMENT TO LEASE WITH STREAM REALTY PARTNERS,
      L.P.

     

    


    The
      Lease
      with Stream Realty Partners, L.P. will be amended to provide as
      follows:

     

    
      	
              1.

            	
              Section
                27 of the Lease will be amended (i) to delete the tenant’s option to
                terminate such Lease if Stream Realty Partners, L.P. (or its affiliate,
                Stream Dallas Office, L.P.) ceases to manage the Property and (ii)
                to
                provide that the tenant shall have the right to terminate such Lease
                on
                not less than six (6) months’ prior written notice to the landlord in the
                event Stream Realty Partners, L.P. (or any of its affiliates) ceases
                to be
                the exclusive leasing agent for the Property (unless such cessation
                is due
                to the resignation by Stream Realty Partners,
                L.P.).

            


    

     

    
      	
              2.

            	
              The
                size of the 44th
                floor space
                (or the 53rd
                floor space
                if tenant exercises its substitution option as provided in Amendment
                No. 2
                to such Lease) shall be reduced by 3,092 rentable square feet
                (representing the amount of space deemed to be the Management Office
                as
                defined in Amendment No. 2 to such Lease).  The rent shall be
                correspondingly reduced and the tenant’s proportionate share shall be
                adjusted to reflect the reduction in the size of the
                premises.

            


    

     

    
      	
              3.

            	
              The
                expiration of each of the two abatement periods under Section 3(c)
                of
                Amendment No. 2 to such Lease shall be extended by 2-1/2 months so
                that
                the first abatement period will end on 9/15/2008 and the second abatement
                period will end on 3/15/2009.  The Abatement Square Footage (as
                defined in Amendment No. 2 to such Lease) for the first abatement
                period
                shall be 100% of the rentable square footage of the 44th
                floor space
                (or 53rd
                floor space, as applicable) and the Abatement Square Footage for
                the
                second abatement period shall be 50% of the rentable square footage
                of the
                44th
                floor space (or 53rd
                floor space,
                as applicable).

            


    

     

    
      	
              4.

            	
              Other
                changes necessary to conform such Lease to the above amendments will
                be
                made.

            


    

     

    


    


     

    


     

    


     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      M                                

     

    


     

    ASSIGNMENT
      AND ASSUMPTION OF LICENSE

     

    THIS
      ASSIGNMENT AND ASSUMPTION OF LICENSE (the “Assignment”)
      dated as of _____________ ___, 2007 (the “Effective
      Date”), is between 2200 ROSS, L.P., a Texas
      limited partnership (“Assignor”), and
      _______________________________, a
      ________________________________(“Assignee”).

     

    A.           The
      City Council of the City of Dallas, by Ordinance No. 19516 recorded in Volume
      87120, Page 2079 of the Real Property Records of Dallas County, Texas, as
      re-recorded in Volume 99162, Page 2865 and amended by Ordinance No. 19850
      recorded in Volume 88070, Page 3783 (collectively hereinafter referred to as
      the
“Ordinance”), granted to Crow-Williams #5 and Crow Ross
      Avenue #1 (“Crow Ross”), each a Texas limited
      partnership, and collectively, as grantee, a revocable license (the
“License”) to occupy, maintain and utilize the Property
      (as defined in the Ordinance), for the purpose of constructing, operating and
      maintaining a pedestrian skybridge within the Property.

     

    B.           The
      Equitable-Nissei Dallas Company, as successor-in-interest to Crow Ross, assigned
      all of its right, title and interest in and to the License to Assignor pursuant
      to an Assignment and Assumption of License Agreement dated as of June 15, 2006,
      filed for record on June 15, 2006, and recorded in Document No. 200600218545
      of
      the Official Public Records of Dallas County, Texas.

     

    C.           Assignor
      has entered into a purchase and sale agreement (the “Purchase
      Agreement”) dated as of October 15, 2007, wherein Assignor will
      sell to Assignee its fee simple interest in certain property abutting the
      Property and located at 2200 Ross Avenue, Dallas, Texas.

     

    D.           In
      connection with the Purchase Agreement and the terms and conditions contained
      therein, Assignor has agreed to assign all of its right, title and interest
      in
      and to the License to Assignee and Assignee desires to accept such assignment,
      agrees to all of the terms, conditions and provision contained in the Ordinance,
      and agrees to assume all obligations and requirements of Assignor under the
      Ordinance, all on the terms and conditions below.

     

    ACCORDINGLY,
      the parties hereby agree as follows:

     

    1.           Assignor
      hereby assigns to Assignee all of Assignor’s right, title, and interest, if any,
      in and to License, from and after the Effective Date, without warranty,
      representation or recourse by or on Assignor.

     

    2.           Assignee
      hereby accepts the foregoing assignment by Assignor and assumes all of the
      Assignor’s obligations under the License and the Ordinance that first arise and
      accrue from and after the Effective Date.

     

    3.           This
      Assignment shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns.

     

    4.           This
      Assignment shall be governed and construed in accordance with the laws of the
      State of Texas.

     

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

     

    Assignor
      and Assignee have executed this Assignment as of the Effective
      Date.

     

    ASSIGNOR:                                                                2200
      ROSS, L.P., a Texas limited partnership

    


    
      	
               

            	
              By:

            	
              Stream
                Acquisition XXXV, L.L.C.,

            


    

    
      	
               

            	 	
              a
                Texas limited liability company,

            


    

    its
      general partner

    


    


    By:                                                      

    Name:

    Title:

    


    


    


    ASSIGNEE:                                                                _________________________________________,

    a
      ______________________________

    


    


    By:                                                                

    Name:

    
      	
              Title:

            	 


    

    


    


     

    


     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    THE
      STATE
      OF
      TEXAS                                                      §

    §

    COUNTY
      OF
      DALLAS                                                      §

    


    


    This
      instrument was acknowledged before
      me on ________ ___, 2007, by _______________, ________________ of Stream
      Acquisition XXXV, L.L.C., a Texas limited liability company, in its capacity
      as
      general partner of 2200 Ross, L.P., a Texas limited partnership, on behalf
      of
      such entity.

    


    


    


    Notary
      Public, State of
      Texas

    


    


    My
      Commission
      Expires:                                                                Notary's
      name printed:

    ___________________                                                                

    


    


    


    


    THE
      STATE
      OF
      _________                                                      §

    §

    COUNTY
      OF
      ____________                                                                §

    


    


    This
      instrument was acknowledged before
      me on _______________ ___, 2007, by _____________________________,
      ____________________ of ________________________, a ____________________, on
      behalf of such entity.

    


    


    


    Notary
      Public, State
      of                                                                           

    


    


    My
      Commission
      Expires:                                                                Notary's
      name printed:

    ___________________                                                                

    


     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      N                                

     

    


     

    ASSIGNMENT
      AND ASSUMPTION OF LICENSE

     

    THIS
      ASSIGNMENT AND ASSUMPTION OF LICENSE (the “Assignment”)
      dated as of _____________ ___, 2007 (the “Effective
      Date”), is between 2200 ROSS, L.P., a Texas
      limited partnership (“Assignor”), and
      _______________________________, a
      ________________________________(“Assignee”).

     

    A.           The
      City Council of the City of Dallas, by Ordinance No. 19851 recorded in Volume
      88070, Page 3789 of the Real Property Records of Dallas County, Texas (the
      “Ordinance”), granted to The Crow-Equitable-Nissei Ross
      Avenue Dallas Company (“Crow-Equitable”), a Texas joint
      venture, as grantee, a revocable license (the “License”)
      to occupy, maintain and utilize the Licensed Area (as defined in the Ordinance),
      for the purpose of constructing, operating and maintaining a pedestrian
      skybridge within the Licensed Area.

     

    B.           The
      Equitable-Nissei Dallas Company, as successor-in-interest to Crow Equitable,
      assigned all of its right, title and interest in and to the License to Assignor
      pursuant to an Assignment and Assumption of License Agreement dated as of June
      15, 2006, filed for record on June 15, 2006, and recorded in Document No.
      200600218546 of the Official Public Records of Dallas County,
      Texas.

     

    C.           Assignor
      has entered into a purchase and sale agreement (the “Purchase
      Agreement”) dated as of October 15, 2007, wherein Assignor will
      sell to Assignee its fee simple interest in certain property abutting the
      Property and located at 2200 Ross Avenue, Dallas, Texas.

     

    D.           In
      connection with the Purchase Agreement and the terms and conditions contained
      therein, Assignor has agreed to assign all of its right, title and interest
      in
      and to the License to Assignee and Assignee desires to accept such assignment,
      agrees to all of the terms, conditions and provision contained in the Ordinance,
      and agrees to assume all obligations and requirements of Assignor under the
      Ordinance, all on the terms and conditions below.

     

    ACCORDINGLY,
      the parties hereby agree as follows:

     

    1.           Assignor
      hereby assigns to Assignee all of Assignor’s right, title, and interest, if any,
      in and to License, from and after the Effective Date, without warranty,
      representation or recourse by or on Assignor.

     

    2.           Assignee
      hereby accepts the foregoing assignment by Assignor and assumes all of the
      Assignor’s obligations under the License and the Ordinance that first arise and
      accrue from and after the Effective Date.

     

    3.           This
      Assignment shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns.

     

    4.           This
      Assignment shall be governed and construed in accordance with the laws of the
      State of Texas.

     

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

     

    Assignor
      and Assignee have executed this Assignment as of the Effective
      Date.

     

    ASSIGNOR:                                                                2200
      ROSS, L.P., a Texas limited partnership

    


    
      	
               

            	
              By:

            	
              Stream
                Acquisition XXXV, L.L.C.,

            


    

    
      	
               

            	 	
              a
                Texas limited liability company,

            


    

    its
      general partner

    


    


    By:                                                      

    Name:

    Title:

    


    


    


    ASSIGNEE:                                                                _________________________________________,

    a
      ______________________________

    


    


    By:                                                                

    Name:

    
      	
              Title:

            	 


    

    


    


     

    


     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    THE
      STATE
      OF
      TEXAS                                                      §

    §

    COUNTY
      OF
      DALLAS                                                      §

    


    


    This
      instrument was acknowledged before
      me on ________ ___, 2007, by _______________, ________________ of Stream
      Acquisition XXXV, L.L.C., a Texas limited liability company, in its capacity
      as
      general partner of 2200 Ross, L.P., a Texas limited partnership, on behalf
      of
      such entity.

    


    


    


    Notary
      Public, State of
      Texas

    


    


    My
      Commission
      Expires:                                                                Notary's
      name printed:

    ___________________                                                                

    


    


    


    


    THE
      STATE
      OF
      _________                                                      §

    §

    COUNTY
      OF
      ____________                                                                §

    


    


    This
      instrument was acknowledged before
      me on _______________ ___, 2007, by _____________________________,
      ____________________ of ________________________, a ____________________, on
      behalf of such entity.

    


    


    


    Notary
      Public, State
      of                                                                           

    


    


    My
      Commission
      Expires:                                                                Notary's
      name printed:

    ___________________                                                                

    


     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      O                                

     

    


     

    ASSIGNMENT
      AND ASSUMPTION OF LICENSE

     

    THIS
      ASSIGNMENT AND ASSUMPTION OF LICENSE (the “Assignment”)
      dated as of _____________ ___, 2007 (the “Effective
      Date”), is between 2200 ROSS, L.P., a Texas
      limited partnership (“Assignor”), and
      _______________________________, a
      ________________________________(“Assignee”).

     

    A.           The
      City Council of the City of Dallas, by Ordinance No. 20029 recorded in Volume
      89042, Page 3977 of the Real Property Records of Dallas County, Texas (the
      “Ordinance”), granted to The Crow-Equitable-Nissei Ross
      Avenue Dallas Company (“Crow-Equitable”), a Texas joint
      venture, as grantee, a revocable license (the “License”)
      to occupy, maintain and utilize the Licensed Area (as defined in the Ordinance),
      for the purpose of landscaping planters and steps within the Licensed
      Area.

     

    B.           The
      Equitable-Nissei Dallas Company, as successor-in-interest to Crow Equitable,
      assigned all of its right, title and interest in and to the License to Assignor
      pursuant to an Assignment and Assumption of License Agreement dated as of June
      15, 2006, filed for record on June 15, 2006, and recorded in Document No.
      200600218544 of the Official Public Records of Dallas County,
      Texas.

     

    C.           Assignor
      has entered into a purchase and sale agreement (the “Purchase
      Agreement”) dated as of October 15, 2007, wherein Assignor will
      sell to Assignee its fee simple interest in certain property abutting the
      Property and located at 2200 Ross Avenue, Dallas, Texas.

     

    D.           In
      connection with the Purchase Agreement and the terms and conditions contained
      therein, Assignor has agreed to assign all of its right, title and interest
      in
      and to the License to Assignee and Assignee desires to accept such assignment,
      agrees to all of the terms, conditions and provision contained in the Ordinance,
      and agrees to assume all obligations and requirements of Assignor under the
      Ordinance, all on the terms and conditions below.

     

    ACCORDINGLY,
      the parties hereby agree as follows:

     

    1.           Assignor
      hereby assigns to Assignee all of Assignor’s right, title, and interest, if any,
      in and to License, from and after the Effective Date, without warranty,
      representation or recourse by or on Assignor.

     

    2.           Assignee
      hereby accepts the foregoing assignment by Assignor and assumes all of the
      Assignor’s obligations under the License and the Ordinance that first arise and
      accrue from and after the Effective Date.

     

    3.           This
      Assignment shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns.

     

    4.           This
      Assignment shall be governed and construed in accordance with the laws of the
      State of Texas.

     

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

     

    Assignor
      and Assignee have executed this Assignment as of the Effective
      Date.

     

    ASSIGNOR:                                                                2200
      ROSS, L.P., a Texas limited partnership

    


    
      	
               

            	
              By:

            	
              Stream
                Acquisition XXXV, L.L.C.,

            


    

    
      	
               

            	 	
              a
                Texas limited liability company,

            


    

    its
      general partner

    


    


    By:                                                      

    Name:

    Title:

    


    


    


    ASSIGNEE:                                                                _________________________________________,

    a
      ______________________________

    


    


    By:                                                                

    Name:

    
      	
              Title:

            	 


    

    


    


     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    THE
      STATE
      OF
      TEXAS                                                      §

    §

    COUNTY
      OF
      DALLAS                                                      §

    


    


    This
      instrument was acknowledged before
      me on ________ ___, 2007, by _______________, ________________ of Stream
      Acquisition XXXV, L.L.C., a Texas limited liability company, in its capacity
      as
      general partner of 2200 Ross, L.P., a Texas limited partnership, on behalf
      of
      such entity.

    


    


    


    Notary
      Public, State of
      Texas

    


    


    My
      Commission
      Expires:                                                                Notary's
      name printed:

    ___________________                                                                

    


    


    


    


    THE
      STATE
      OF
      _________                                                      §

    §

    COUNTY
      OF
      ____________                                                                §

    


    


    This
      instrument was acknowledged before
      me on _______________ ___, 2007, by _____________________________,
      ____________________ of ________________________, a ____________________, on
      behalf of such entity.

    


    


    


    Notary
      Public, State
      of                                                                           

    


    


    My
      Commission
      Expires:                                                                Notary's
      name printed:

    ___________________                                                                

    


     

    


     

    


     


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                            
                        
              1311923v.3 STR430/16009                                                                               
            
          
          
              
    

         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      9.1.2

     

    


    An
      alleged slip and fall on an icy sidewalk was reported on 11/30/06 (claimant-
      Chris Stallings). Chubb Insurance, the general liability insurance carrier,
      is
      processing the claim.

    


    



    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                  1311923v.3
            STR430/16009      
    

         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      9.1.3

     

    


    Texas
      Petroleum Resources is in default in the payment $115,326.03 under its Lease
      (including rent, late charges and parking charges), which amount was outstanding
      as of September 12, 2007, as itemized in Seller’s letter to such tenant dated
      September 12, 2007, plus additional amounts that have become due under such
      Lease since the date of such letter.

    


    Locke
      Lord, as tenant, has notified Seller, as landlord, by letter dated May 22,
      2007,
      that Locke Lord disputes its obligation to pay submetered electrical charges
      and
      has demanded a refund of alleged electrical overcharges.


    
      
              

                  
      
      

                  Purchase
            and Sale Agreement – Chase Tower      
      

                  1311923v.3
            STR430/16009