Exhibit 10.5
 PURCHASE AND CONTRIBUTION AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
 BUIE CARLSBAD LLC,
a California Limited Liability Company
 SELLER
 AND
 SHIDLER WEST INVESTMENT PARTNERS, LP
a California Limited Partnership
 BUYER
 FEBRUARY 27, 2008




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TABLE OF CONTENTS
 PageARTICLE 1CERTAIN DEFINITIONS
    
    
    1ARTICLE 2PURCHASE, PURCHASE PRICE AND PAYMENT
    
    
    11ARTICLE 3ESCROW
    
    
    16ARTICLE 4INVESTIGATION PERIOD; VOLUNTARY TERMINATION; TITLE
    
    
    16ARTICLE 5PRE-CLOSING AND POST-CLOSING OBLIGATIONS OF SELLER
    
    
    22ARTICLE 6SELLERS DELIVERIES
    
    
    26ARTICLE 7BUYERS DELIVERIES
    
    
    28ARTICLE 8CONDITIONS TO CLOSING; CLOSING; DEFAULT; REMEDIES
    
    
    29ARTICLE 9REPRESENTATIONS AND WARRANTIES OF SELLER
    
    
    35ARTICLE 10REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF
BUYER
    
    
    41ARTICLE 11 COSTS, EXPENSES AND PRORATIONS
    
    
    41ARTICLE 12ACTIONS TO BE TAKEN AT THE CLOSING
    
    
    45ARTICLE 13BROKERS
    
    
    46ARTICLE 14POST-CLOSING OBLIGATIONS OF SELLER
    
    
    46ARTICLE 15INDEMNIFICATION
    
    
    47ARTICLE 16MISCELLANEOUS
    
    
    48




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EXHIBITS
 Exhibit A
    
    Legal Description of LandExhibit B
    
    Sellers DeedExhibit C
    
    Bill of SaleExhibit D
    
    Certificate of Non-Foreign StatusExhibit E
    
    Assignment and Assumption of Leases and Security DepositsExhibit F
    
    Assignment of Permits, Entitlements and Intangible PropertyExhibit G
    
    General Provisions of EscrowExhibit H
    
    Form of Tenant Estoppel CertificateExhibit I
    
    Form of Landlord Estoppel CertificateExhibit J
    
    Deficit Rental AgreementExhibit K
    
    SEC RequirementsExhibit L
    
    Audit LetterExhibit M
    
    POP LP AgreementExhibit N
    
    Partner Rights AgreementExhibit O
    
    Master Registration Rights AgreementExhibit P
    
    Subscription Materials
 SCHEDULES
 1.0
    
    List of Sellers Deliveries2.0
    
    Leasing Criteria9.8
    
    Leases




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PURCHASE AND CONTRIBUTION AGREEMENT  AND JOINT ESCROW INSTRUCTIONS
 TO:
    
    Stewart Title Guaranty (Escrow Holder)
c/o Stewart National Title Services Underwriter
1980 Post Oak Blvd., 6th Floor
Houston, Texas 77056
Attn: Louis Canaras
(713) 625-8152
FAX: (713) 552-1703
E-mail: lcanaras@stewart.com
 th
  ARTICLE 1
CERTAIN DEFINITIONS
  Accredited Investor
 Affiliate
 Agreement th
 ALTA




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ALTA Extended Coverage Policy
 Asserted Liability
 Assignment and Assumption of Leases and Security Deposits
 Assignment of Permits, Entitlements and Intangible Property
 Audit Letter
 AZL
 Bill of Sale
 Board
 Books and Records
 Building
 Business Day
 Buyer
 Buyers Election Not to Terminate
 Buyers Election to Terminate
 Buyers Exchange
 Calendar Day
 Cash
 2




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Cash Purchase Price
 Certificate of Non-Foreign Status
 Claims Notice
 Closing
 Closing Date
 Closing Deposit
 Code
 Common Units
 Condemnation Proceeding
 Contracts
 Cure Deadline
 Cure Notice
 Delinquent Revenues
 Deficit Rental Agreement
 Deposit
 Disapproved Title Exceptions
 3




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Disapproved Title Exceptions Notice
 Effective Date
 Environmental Laws et seq. et seq. et seq. et seq. et seq. et seq. et seq. et seq. et
seq. et seq. et seq.,
 Escrow
 Escrow Holder
 Estoppel Certificate
 Estoppel Cure Notice
 Estoppel Delivery Deadline
 4




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Estoppel Objection Matter
 Estoppel Objection Notice
 Extended Closing Date
 General Provisions
 Hazardous Materials
 Holdback Amount
 Holdback Escrow Account
 Improvements
 Indemnitees
 Initial Deposit
 Intangible Property
 Investigation Period
 5




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Land
 Landlord Estoppel Certificate
 Leases
 Leasing Commissions
 Lender
 Lenders Consent
 Loan
 Loan Assumption
 Loan Assumption Conditions
 Loan Assumption Documents
 Loan Balance
 Losses
 Management Agreement
 Master Registration Rights Agreement
 Material Loss
 6




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Minimum Tenant Square Footage Requirement
 Monetary Obligations
 Net Purchase Price
 New Lease
 New Title Exceptions
 New Title Exceptions Approval Notice
 Non-Material Loss
 Notice
 Notice of Loss
 OFAC
 Operating Expenses
 Partner Rights Agreement
 Party Parties
 Permits and Entitlements
 7




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Permitted Title Exceptions
 Person
 Personal Property
 Phase I
 PH Contributed Beneficial Interest
 PH Purchased Beneficial Interest
 POP LP
 POP LP Agreement
 POP LP Subscription Package
 POP Trust
 POP LP Units
 POP LP Units Consideration
 Pre-Closing Property Expense Reconciliation
 Preliminary Title Report
 Property
 Property Expense Reconciliation
 Property Expense Reimbursement Shortfall
 8




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Property Expense Reimbursement Surplus
 Property Expenses
 Property Manager
 Proposed New Lease
 Proration Date
 PST
 Public Reporting Entities
 Purchase Price
 Real Property
 Reconciliation Period
 Reports
 Revenues
 Reverse Merger
 Scheduled Closing Date
 SEC
 SEC Requirements
 Second Deposit
 Security Deposits
 Seller
 9




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Sellers Books and Records
 Sellers Deed
 Sellers Deliveries
 Sellers Constituent Members
 Sellers Exchange
 Subscription Materials
 Survey
 Taxes
 Tenant Estoppel Certificates
 Tenant Inducement Costs
 Tenants
 Third Party Claim
 Title Insurer
 Transaction Documents
 10




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Utilities
 Vacant Space
 ARTICLE 2
PURCHASE, PURCHASE PRICE AND PAYMENT
 Purchase and Contribution of Property
 Real Property
 Personal Property
 Intangible Property
 11




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Leases and Security Deposits
 Permits and Entitlements
 Books and Records
 Purchase Price
 Cash Purchase Price
 12




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Initial Deposit
 Second Deposit
 Closing Deposit
 Loan Assumption
  13




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POP LP Units Consideration
 Purchase and Contribution of Property
 Contribution of Beneficial Interest
 14




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Purchase of Beneficial Interest
 Direct Transfer
 All Cash Closing
       15




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Allocation
 ARTICLE 3
ESCROW
  ARTICLE 4
INVESTIGATION PERIOD; VOLUNTARY TERMINATION; TITLE
 Investigation Period th
 Sellers Deliveries
 16




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Preliminary Title Report/Survey; Environmental
 Title
 Survey
 Review of Preliminary Title Report/Survey
  17




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18




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New Title Exceptions
   Physical Inspection
 19




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Investigation of Permits and Entitlements, Contracts, Leases, Intangible Property,
Personal Property and Other Property
 20




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Election to Terminate
  Election Not to Terminate
   21




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Return of Sellers Deliveries
 Confidentiality; Public Announcements
 Buyers Obligations
 Public Announcements
 Survival
 ARTICLE 5
PRE-CLOSING AND POST-CLOSING OBLIGATIONS OF SELLER
 Sellers Pre-Closing Obligations
 Operations
 Maintenance
 22




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Leases
 Notices/Violations
 Monetary Obligations
 23




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New Liens, Liabilities or Encumbrances
 Tenant Estoppel Certificates
 Approval or Disapproval of Estoppel Certificates
 24




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Estoppel Remedies
 Termination Provisions
 Termination of Negotiations
 Loan
 Sellers Post-Closing Obligations
 REIT Formation
 25




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SEC Requirements
 Seller Entity Requirements
 Survival
 ARTICLE 6
SELLERS DELIVERIES
 Sellers Deliveries to Escrow Holder at Closing
 Sellers Deed
 Bill of Sale
 Certificate of Non-Foreign Status
 Assignment and Assumption of Leases and Security Deposits
 26




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Assignment of Permits, Entitlements and Intangible Property
 California Form 593-W
 Loan Assumption Documents
 Deficit Rental Agreement
 POP LP Subscription Package
 REA Notice
 Sellers Charges
 Sellers Affidavits; Certificates and Evidence of Authority
 Sellers Closing Statement
 Additional Documents
 Sellers Deliveries to Buyer at Closing
 Leases, Permits and Entitlements and Intangible Property
 27




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Tenant Notification Letters
 Rent Roll
 Books and Records
 Keys
 Pre-Closing Property Expense Reconciliation
 ARTICLE 7
BUYERS DELIVERIES
  Closing Deposit
 Assignment and Assumption of Leases and Security Deposits
 Assignment of Permits, Entitlements and Intangible Property
 Loan Assumption Documents
 Deficit Rental Agreement
 Buyers Charges
 28




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Evidence of Authority
 Buyers Closing Statement
 Additional Documents
 ARTICLE 8
CONDITIONS TO CLOSING; CLOSING;
DEFAULT; REMEDIES
 Conditions to Obligations of Buyer
 Delivery of Items
 Performance of Obligations
 Title Commitment
 Representations and Warranties
 29




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Litigation
 Damage or Destruction
 Condemnation Proceeding
 Loan Assumption
 Termination of Contracts
 Evidence of Termination of Management Agreement
 Change in Conditions
 No Delinquent Tenants
 Reverse Merger
 Board Approval
 30




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Investment Representation Statement
 Subscription Package Approval
  Conditions to Obligations of Seller
 Delivery of Items
 Performance of Obligations
 Reverse Merger
 Board Approval
  Casualty; Condemnation Proceeding
 Material Loss; Condemnation Proceeding
 31




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Non-Material Loss
 Closing
 32




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Failure of Conditions to Closing; No Default by Seller or Buyer
 Failure of Buyers Closing Conditions
 Failure of Sellers Closing Conditions
 Termination Provisions
 Failure of Conditions to Closing; Default by Seller or Buyer
 Remedies of Buyer
 33




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Remedies of Seller
 SELLERS LIQUIDATED DAMAGES
 /s/ RI
    
    
    
    /s/ MRSELLERS INITIALS
    
    
    
    BUYERS INITIALS
  34




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Termination Provisions
 ARTICLE 9
REPRESENTATIONS AND WARRANTIES OF SELLER
  Organization, Power and Authority
 No Conflicts
 Non-Foreign Status
 Litigation and Condemnation
 35




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Liabilities
 Fees
 Mechanics Liens
 Leases
 36




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Contracts
 Taxes and Assessments
 Construction and Condition of Improvements
 Financial Statements; Books and Records
 Compliance with Laws
 37




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Environmental Matters
 Permits and Entitlements
 Dependent Properties
 Utilities
 38




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Prohibited Persons and Transactions
 Loan
 Advice of Counsel and Tax Advisors
 Integrity of Documents
 39




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Survival
 Sellers Representations and Warranties; Reimbursement for Due Diligence
Costs
 Sellers Knowledge Defined
 40




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ARTICLE 10
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS OF BUYER
  Organization, Power and Authority
 No Conflicts
 Survival
 ARTICLE 11
COSTS, EXPENSES AND PRORATIONS
 Costs and Expenses
 Seller
 Buyer
 41




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Prorations, Costs and Expenses
 Prorations and Adjustments
 Revenues
 Operating Expenses
 Real and Personal Property Taxes
 42




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Percentage Rent
 Interest and Other Amounts Owing Under the Loan
 Reserves
 Property Expense Pass-Throughs
   43




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Security Deposits; Leasing Commissions and Tenant Inducement Costs
 Final Accounting
 44




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ARTICLE 12
ACTIONS TO BE TAKEN AT THE CLOSING
 Actions by Escrow Holder
 Recording
   Title Policy
 Distribution of Funds
    45




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Distribution of Documents to Seller
 Distribution of Documents to Buyer
 ARTICLE 13
BROKERS
  ARTICLE 14
POST-CLOSING OBLIGATIONS OF SELLER
 Vacant Space Leasing Obligations
 Holdback Amount; Holdback Escrow Account
 Holdback Amount
 46




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Disbursement of Holdback Amount
 ARTICLE 15
INDEMNIFICATION
 Indemnification by Seller
 Notice and Opportunity to Defend
 Notice of Asserted Liability
 Opportunity to Satisfy
 47




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Opportunity to Defend
 Timing for Payment
 ARTICLE 16
MISCELLANEOUS
 Assignment
 48




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Notices
 (i)
    
    Sellers Address. If to Seller, at the following address:Buie Carlsbad LLC
11260 El Camino Real, Suite 200
San Diego, California 92130-2646
Attention: Robert M. Irish
Telephone: (858) 794-2400
Facsimile: (858) 794-2401With a copy to:Hecht Solberg Robinson Goldberg & Bagley LLP
600 W. Broadway, 8th Floor
San Diego, California 92101
Attn: Darryl Solberg, Esq.
Telephone: (619) 239-3444
Facsimile: (619) 232-6828(ii)
    
    Buyers Address. If to Buyer, at the following address:Shidler West Investment Partners, LP
10188 Telesis Court, Suite 222
San Diego, California 92121
Attn: Jim Ingebritsen
          Michael Burer
Telephone (858) 678-8500
Facsimile (858) 678-8504
 49




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With a copy to:The Shidler Group
841 Bishop Street, Suite 1700
Honolulu, Hawaii 96813
Attn: Larry Taff
          Tamara Edwards, Esq.
Telephone (808) 544-1219
Facsimile: (808) 599-4391With a copy to:Van A. Tengberg, Esq.
Kelly C. Wittorff, Esq.
Foley & Lardner LLP
402 West Broadway, Suite 2100
San Diego, California 92101-3542
Telephone: (619) 685-6408
Facsimile: (619) 234-3510
 Entire Agreement
 Severability
 Remedies
 Headings
 50




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Counterparts
 Attorneys Fees
 Governing Law; Jurisdiction and Venue
 No Third Party Beneficiary
 Binding Effect
 Time of the Essence
 Survivability
 Buyers 1031 Exchange
    51




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Sellers 1031 Exchange
     52




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Business Days
 Construction
 53




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SELLER:BUIE CARLSBAD LLC, a California limited liability companyBy:
    
    BUIE STODDARD PROPERTIES LLC, a California limited
liability company, its ManagerBy
    
    /s/ Robert M. IrishTitle
    
    PresidentByTitleBUYER:SHIDLER WEST INVESTMENT PARTNERS, LP, a California limited
partnershipBy:
    
    SWIP, INC., a California corporation, its General PartnerBy
    
    /s/ Matthew RootTitle
    
    Vice President
 54




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CONSENT OF ESCROW HOLDER
   STEWART TITLE GUARANTYBy
    
    /s/ Lynn BabineauxTitle
    
    National Commercial Closing Specialist
 55




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FIRST AMENDMENT TO PURCHASE AND CONTRIBUTION AGREEMENT AND
JOINT ESCROW INSTRUCTIONS
 th
  Investigation Period
  LP Subscription Package
 Cash Purchase Price




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POP LP Units Consideration
      Conditions to Obligations of Buyer
  Costs, Expenses and Prorations
 Cash Purchase Price Adjustments




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References
 Full Force and Effect
 Capitalized Terms
 Successors and Assigns
 Counterparts




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BUYER:SHIDLER WEST INVESTMENT PARTNERS, LP, a California limited
partnershipBy:
    
    SWIP, INC., a California corporation, its General PartnerBy
    
    /s/ Matthew RootTitle
    
    Vice PresidentSELLER:BUIE CARLSBAD LLC, a California limited liability companyBy:
    
    BUIE STODDARD PROPERTIES LLC, a California limited
liability company, its ManagerBy
    
    /s/ Robert M. IrishTitle
    
    PresidentByTitle




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EXHIBIT O
 MASTER REGISTRATION RIGHTS AGREEMENT
  PACIFIC OFFICE PROPERTIES TRUST, INC.
 
  PACIFIC OFFICE PROPERTIES, L.P.
   PACIFIC OFFICE PROPERTIES TRUST, INC.




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MASTER REGISTRATION RIGHTS AGREEMENT
 Agreement  Company Supplement
 Partnership Properties
 Contributions
  Holders
   Section 1
 Common Units
 Exchange Act
 Holder Group
 Junior Units
 Majority Holders




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Partnership Agreement
 Person
 Preferred Units
 Prospectus
 Prospectus Supplement
 Registrable Securities
 Registration Expense
 (1)
    
    all SEC, stock exchange, National Association of Securities
Dealers, Inc. and other registration, listing and filing fees;(2)
    
    all fees and expenses incurred in connection with compliance
with state securities or blue sky laws and compliance with the rules of any
stock exchange (including fees and disbursements of counsel in connection with
such compliance and the preparation of a blue sky memorandum and legal
investment survey);(3)
    
    all expenses of any persons or entities in preparing or
assisting in preparing, word processing, printing, distributing, mailing and
delivering any Registration Statement, any Prospectus, any transmittal letters,
securities sales agreements, securities certificates and other documents
relating to the performance of or compliance with this Agreement;(4)
    
    the fees and disbursements of legal counsel for the Company;(5)
    
    the reasonable fees and disbursements of a single firm of legal
counsel for all Holders;(6)
    
    the fees and disbursements of the independent registered public
accountants retained by the Company;
 2




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(7)
    
    premiums and other costs of policies of insurance of the
Company against liabilities arising out of the public offering of the
securities being registered; and(8)
    
    all internal expenses of the Company (including all salaries
and expenses of officers and employees performing legal or accounting duties);
 provided however
 Registration Statement
 SEC
 Securities Act
 Shares
 Shelf Registration Section 2.a
 Shelf Registration Statement
 Units
 WKSI
  Filing of Shelf Registration Statement
 3




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Section 3.a(7)
 Alternate Registration Procedures Section a Affected Holders Affected Securities Demand Notice Effective Period Section a
 Registration of Redemption
 (1)
    
    In lieu of complying with Sections aand bhereof, the Company
may, in its sole discretion, elect to file a Registration Statement registering
the issuance of Common Shares to one or more Holders if permitted under the
 4




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Securities Act. If the Company so elects, it will use its commercially
reasonable efforts to cause such Registration Statement to be declared
effective by the SEC as soon as reasonably practicable after filing and to
keep such Registration Statement continuously effective under the Securities
Act until such time as the aggregate market value of all Shares for which
such registrations have been effected and which remain unissued is less than
$5 million and the Company shall supplement or amend each such Registration
Statement if and as required by the rules, regulations or instructions
applicable to the registration form used by the Company for such
Registration Statement or by the Securities Act or by any other rules and
regulations thereunder. If the Company makes an election under this
Section c, it shall be relieved of its obligations under Section 3, other
than those contained in Sections 3.a(1)(ii), 3.a(4), 3.a(5), 3.a(6), 3.a(7),
3.a(9), 3.a(10), 3.a(12)and 3.b, which continuing obligations shall be
deemed modified as appropriate to apply to the issuance of Shares to
Holders.
 (2)
    
    Notwithstanding anything to the contrary herein, in order for
any Registrable Securities that are issuable upon the exercise of conversion
rights, redemption rights, options or warrants to be included in any
registration pursuant to Section 2hereof (including any Units), the exercise
of such conversion rights, redemption rights, options or warrants must be
effected no later than immediately prior to the closing of any sales under the
Registration Statement pursuant to which such Registrable Securities are to be
sold such that the Holder is the record holder of the Shares that are the
subject to such conversion rights, redemption rights, option or warrants.
  Company Obligations Section 2
 (1)
    
    for each Holder Group, prepare and file with the SEC, within
the time period referenced in Section 2hereof, a Registration Statement or
Prospectus Supplement, as appropriate, which Registration Statement or
Prospectus Supplement and related Prospectus (i) shall be available for the
sale by such Holders of the Registrable Securities attributable to the New
Units or New Shares (as defined in the applicable Supplement) in accordance
with the intended method or methods of distribution thereof permitted under
applicable law and in accordance with the Partnership Agreement as communicated
to the Company by such Holders, and (ii) shall comply as to form in all
material respects with the requirements of the applicable form required by the
SEC to be filed therewith.(2)
    
    for each Holder Group, (i) promptly prepare and file with the
SEC such amendments, post-effective amendments and supplements to the
 5




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applicable Registration Statement, and any Prospectus contained therein, as
may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
Registration Statement in accordance with the intended method or methods of
distribution thereof as communicated to the Company by such Holders,
(ii) respond promptly to any comments received from the SEC with respect to
the applicable Registration Statement, or any amendment, post-effective
amendment or supplement relating thereto, and (iii) otherwise comply with
the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by the applicable Registration Statement
during the applicable period in accordance with the intended method or
methods of distribution thereof as communicated to the Company by the
applicable Holders. Notwithstanding anything to the contrary contained
herein, the Company shall not be required to take any of the actions
described in clauses (i) and (ii) above with respect to a Holder unless such
Holder shall have provided all information and documents reasonably
requested by the Company in connection with such actions.
 (3)
    
    furnish to each Holder, without charge, as many copies of each
applicable Prospectus, including each preliminary Prospectus, and any amendment
or supplement thereto and such other documents as such Holder may reasonably
request, in order to facilitate the public sale or other disposition of such
Holders Registrable Securities; the Company consents to the use of such
Prospectus, including such preliminary Prospectus, by each such Holder in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus or the preliminary Prospectus.(4)
    
    use its commercially reasonable efforts to register or qualify
each Holders Registrable Securities not later than the First Sale Date
specified in the Supplement to which the Holder is a party, under all
applicable state securities or blue sky laws of such jurisdictions as such
Holder shall reasonably request in writing, keep each such registration or
qualification effective during the period the applicable Registration Statement
is required to be kept effective or during the period offers or sales are being
made by such Holder, whichever is shorter, and do any and all other acts and
things that may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in each such jurisdiction of such Holders
Registrable Securities; provided, however, that the Company shall not be
required (i) to qualify generally to do business in any jurisdiction or to
register as a broker or dealer in such jurisdiction where it would not be
required so to qualify or register but for this Section 3.1(4),(ii) to subject
itself to taxation in any such jurisdiction, or (iii) to submit to the general
service of process in any such jurisdiction.(5)
    
    notify each Holder when the applicable Registration Statement
has become effective and notify each Holder of Registrable Securities
 6




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promptly and, if requested by such Holder, confirm such advice in writing
(i) when any post-effective amendments and supplements to the applicable
Registration Statement become effective, (ii) of the issuance by the SEC or
any state securities authority of any stop order suspending the
effectiveness of the applicable Registration Statement or the initiation of
any proceedings for that purpose, (iii) if the Company receives any
notification with respect to the suspension of the qualification of the
Holders Registrable Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose, and (iv) of the happening of
any event during the period the applicable Registration Statement is
effective as a result of which the applicable Prospectus contains any untrue
statement of a material fact or omits to state any material fact required to
be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
 (6)
    
    for each Holder Group, make every commercially reasonable
effort to obtain the withdrawal of any order suspending the effectiveness of
the applicable Registration Statement at the earliest possible moment.(7)
    
    cooperate with the selling Holders of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any Securities Act legend.(8)
    
    for each Holder, provided that such Holder has provided all
information and documents reasonably requested by the Company, upon the
occurrence of any event contemplated by Section 3.1(5)(iv)hereof, use its
commercially reasonable efforts promptly to prepare and file a supplement or
prepare, file and obtain effectiveness of a post-effective amendment to the
applicable Registration Statement or related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Securities, such
Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.(9)
    
    make available for inspection by the Holders of Registrable
Securities and any counsel or accountant retained by such Holders, all
financial and other records, pertinent corporate documents and properties of
the Company, and cause the respective officers, directors and employees of the
Company to supply all information reasonably requested by any such Holders,
counsel or accountant in connection with the applicable Registration Statement;
provided, however, that such records, documents or information shall not be
disclosed by the representatives, counsel or accountants or used for any
purpose other than in connection with this Agreement unless (i) the disclosure
of such records, documents or information is necessary to avoid or correct a
material misstatement or
 7




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omission in such Registration Statement, (ii) the release of such records,
documents or information is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction, or (iii) such records, documents or
information have been generally made available to the public by the Company.
 (10)
    
    use its commercially reasonable efforts to cause all Shares to
be listed on the principal securities exchange or automated quotation system on
which similar securities issued by the Company are then listed (provided that
the Company shall not be obligated to obtain any listing that it does not then
maintain).(11)
    
    otherwise use its commercially reasonable efforts to comply
with all applicable rules and regulations of the SEC and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering at least 12 months which shall satisfy the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder.(12)
    
    use its commercially reasonable efforts to cause the
Registrable Securities covered by each Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary by virtue of the business and operations of the Company to enable the
applicable Holders to consummate the disposition of such Registrable
Securities.(13)
    
    use commercially reasonable efforts to take all other
reasonable actions necessary to expedite and facilitate the registration of the
Registrable Securities pursuant to the Registration Statement.
 Limitation on Companys Obligations Section b
 (1)
    
    Notwithstanding anything to the contrary contained in this
Agreement or in any Supplement, in the event that (1) the Companys costs of
compliance with the requirements of this Agreement and any Supplement do, or an
event occurs that, as soon as it takes effect, will cause the Companys costs
of compliance with the requirements of this Agreement and any Supplement to,
increase substantially for reasons beyond the Companys control and having
nothing to do with (w) the failure of the Company to meet the applicable
eligibility requirements under the Securities Act in effect as of the date of
this Agreement with respect to any Registration Statement required to be filed
pursuant to this Agreement, (x) the cost of legal services or other third-party
services necessary to enable the Company to satisfy its obligations under the
Agreement, (y) general economic conditions (including, without limitation,
inflation), or (z) the general financial condition of the Company, and (2) the
circumstance described in clause (1) above occurs
 8




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or is ongoing at any time on or after the fifth anniversary of the date of
this Agreement, the Company shall be relieved of its obligations under
Sections 2and a(1)through a(13)of the Agreement (and any provision of any
Supplement concerning any of such sections), subject to the remaining terms
of this Section b. If the Company reasonably and in good faith determines
that the preceding sentence is applicable, then the Company shall give
written notice thereof to the Holders that hold Units or Registrable
Securities at that time (the Curtailment Notice), which notice shall
explain, in reasonable detail, the circumstances that are causing, or that
will cause, the Company to experience a substantial increase in the cost of
compliance. If any of such Holders notify the Company in writing during the
60-day period following the date of the Curtailment Notice (the Notice
Period) that it wishes to sell its Registrable Securities pursuant to the
terms of this Agreement, the Company shall honor such request, even if it
requires an undertaking by the Company beyond the expiration of the Notice
Period, unless any cost to the Company that is not contemplated by the
Agreement (i.e., any cost that is contemplated by clause (1) above) would be
incurred in doing so. If the Companys delivery of the Curtailment Notice
is due to the occurrence of an event that, as soon as it takes effect, will
cause a substantial increase in the Companys cost of compliance pursuant to
clause (1) above, then if the date of the Curtailment Notice is more than
90 days prior to such an events effective date, the Notice Period shall be
extended to a date 30 days prior to such an events effective date. Except
as set forth in the succeeding sentence, the Company shall have no
obligations under Sections 2or a(1)through 3.a(13)of this Agreement
following the expiration of the Notice Period to any Holder that has not
notified the Company during the Notice Period of its desire to sell its
Registrable Securities. In addition, the Company hereby agrees to
reasonably cooperate with those Holders that continue to hold Units or
Registrable Securities following the expiration of the Notice Period so as
to enable those Holders to explore alternative methods by which to effect
the objectives of the Agreement for their benefit. Notwithstanding anything
to the contrary contained in this Section b, the Company shall have no right
to terminate any of its obligations under Sections 2or a(1)through a(13)
of the Agreement pursuant to this Section bin the event that any or all of
the Holders, prior to the expiration of the Notice Period, enter into an
agreement with the Company, reasonably satisfactory to the Company, pursuant
to which such Holders shall be obligated to reimburse the Company for the
entirety of the increased costs of compliance referenced in
clause (1) above.
 (2)
    
    The Company may require each Holder of Registrable Securities
to furnish to the Company in writing such information regarding the proposed
distribution by such Holder of such Registrable Securities as the Company may
from time to time reasonably request in writing.
 9




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(3)
    
    Notwithstanding anything to the contrary contained in this
Agreement or in any Supplement, the Company shall have no obligation to enter
into any underwriting or other agreement or incur any expenses of counsel,
accountants or otherwise, in connection with any underwritten offering by any
Holder of its Registrable Securities.
     (1)
    
    If the Company determines, after consultation with counsel,
that the filing of a Registration Statement under Section 2hereof or the use
of any Prospectus would require the disclosure of important information, which
the Company has a bona fide business purpose for preserving as nonpublic or the
disclosure of which would impede the Companys ability to consummate a
significant transaction, upon written notice of such determination by the
Company, the rights of the Holders to offer, sell or distribute any Registrable
Securities pursuant to a Registration Statement or Prospectus or to require the
Company to take action with respect to the registration or sale of any
Registrable Securities pursuant to a Registration Statement (including any
action contemplated by Section 3hereof) will be suspended until the date upon
which the Company notifies the Holders in writing that suspension of such
rights for the grounds set forth in this Section 5(1)is no longer necessary;
provided, however, that the Company may not suspend such rights for an
aggregate period of more than 90 days in any 12-month period.(2)
    
    In the case of the registration of any underwritten equity
offering proposed by the Company, each Holder agrees, if requested in writing
by the managing underwriter or underwriters administering such offering, to any
lock up or similar arrangement requested by such underwriter during the
period commencing on a date day prior to the expected effective date of the
Registration Statement covering such underwritten primary equity offering or,
if such offering shall be a take-down from an effective Shelf Registration
Statement, a date prior to the expected commencement date of such offering, and
ending on a date, in each case specified by such managing underwriter in such
written request to such Holder. Nothing in
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this Section 5(2)shall be read to limit the ability of any Holder to redeem
its Units for Shares in accordance with the Partnership Agreement.
 (3)
    
    In the event that any Holder uses a Prospectus in connection
with the offering and sale of Registrable Securities covered by such
Prospectus, such Holder will use only the latest version of such Prospectus
provided to it by the Company.(4)
    
    In connection with and as a condition to the Companys
obligations under Sections 2and 3hereof, (i) such Holder will not offer or
sell its Registrable Securities under the applicable Registration Statement
unless it has received copies of the applicable Prospectus or any supplemented
or amended Prospectus contemplated by Section 3.a(1)hereof and receives notice
that any post-effective amendment has become effective, (ii) upon receipt of
any notice from the Company of the happening of any event of the kind described
in Section 3.a(5)(iv)hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to the applicable Registration
Statement until such Holder receives copies of the supplemented or amended
Prospectus contemplated by Section 3.a(8)hereof and receives notice that any
post-effective amendment has become effective, and, if so directed by the
Company, such Holder will deliver to the Company (at the expense of the
Company) all copies in its possession, other than permanent file copies then in
such Holders possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice and (iii) such Holder
will only sell its Registrable Securities in accordance with the provisions of
the Exchange Act and the Securities Act, and the rules and regulations
thereunder.
  Indemnification by the Company Representatives Section 2 Damages
 11




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##### 



Indemnification by each Holder provided, however Section b
 Notice of Claims Section c Indemnified Party Indemnifying Party
 12




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provided provided,
further
 Contribution Section d Section d Section 6 Section d Section d Section d Section c Section d Section d
 13




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Cooperation
 Immediate Discontinuance Section 3.a(5)(ii)-(iv) Section 3.1(h)
 Prompt Notice
 Regulation M Restrictions
 Prospectus Delivery
  Rule 144 Sales
 14




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Amendments and Waivers Section b
 Notices Section c
  Successors and Assigns
 Headings
 Governing Law; Jurisdiction
 15




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Specific Performance
 Binding Effect
 Severability
 Adjustments Affecting Registrable Securities
 No Inconsistent Agreements
 Further Assurances
 Time of the Essence
 Counterparts
 Fax Signatures
 16




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Construction
 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
 17




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PACIFIC OFFICE PROPERTIES TRUST, INC.By:Name:Title: 18




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SUPPLEMENTAL REGISTRATION RIGHTS AGREEMENT
 Supplement Agreement [  ] Company [  ] New Holders
 Status as Holders . New
Units New Shares
 Certain Definitions .
 First Sale Date
 Required Filing Date:
 Effect of Other Supplements .
   PACIFIC OFFICE PROPERTIES TRUST, INC.By:Name:Title:Insert signature blocks for Holders A-1




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[SCHEDULE 1 TO BE ATTACHED]
 2




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SECOND
AMENDMENT TO PURCHASE AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
 th
  Tenant Estoppel Certificate
 Deficit Rental Agreement; Leasing Criteria
 References
 Full Force and Effect
 Capitalized Terms
 Successors and Assigns
 Counterparts
 1




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BUYER:SHIDLER WEST INVESTMENT PARTNERS, LP, a California limited
partnershipBy:
    
    SWIP, INC., a California corporation, its General PartnerBy
    
    /s/ Jim IngebritsenTitle
    
    Chief Financial OfficerSELLER:BUIE CARLSBAD LLC, a California limited liability companyBy:
    
    BUIE STODDARD PROPERTIES LLC, a California limited
liability company, its ManagerBy
    
    /s/ Robert M. IrishTitle
    
    PresidentByTitle
 2




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THIRD
AMENDMENT TO PURCHASE AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
 th
  Closing Date
  Release of Deposit
 Lender Holdback Amount
 1




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References
 Full Force and Effect
 Capitalized Terms
 Successors and Assigns
 Counterparts
 2




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##### 



BUYER:SHIDLER WEST INVESTMENT PARTNERS, LP, a California limited
partnershipBy:
    
    SWIP, INC., a California corporation, its General PartnerBy
    
    /s/ Matthew RootTitle
    
    Vice PresidentSELLER:BUIE CARLSBAD LLC, a California limited liability companyBy:
    
    BUIE STODDARD PROPERTIES LLC, a California limited
liability company, its ManagerBy
    
    /s/ Robert M. IrishTitle
    
    PresidentByTitle
 3




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##### 



FOURTH
AMENDMENT TO PURCHASE AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
 th
  Closing Date
  Leasing Commissions
 Indemnity Agreement
 1




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##### 



References
 Full Force and Effect
 Capitalized Terms
 Successors and Assigns
 Counterparts/Survival
 2




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##### 



BUYER:SHIDLER WEST INVESTMENT PARTNERS, LP, a California limited
partnershipBy:
    
    SWIP, INC., a California corporation, its General PartnerBy
    
    /s/ Lawrence J. TaffTitle
    
    Vice PresidentSELLER:BUIE CARLSBAD LLC, a California limited liability companyBy:
    
    BUIE STODDARD PROPERTIES LLC, a California limited
liability company, its ManagerBy
    
    /s/ Robert M. IrishTitle
    
    PresidentByTitle
 3