FORM OF ADVISORY AGREEMENT

Exhibit 10.2 FORM OF ADVISORY AGREEMENT Among HINES GLOBAL REIT ADVISORS LP, HINES GLOBAL REIT PROPERTIES LP, and HINES GLOBAL REIT, INC. [                                          ], 2009

TABLE OF CONTENTS

ADVISORY AGREEMENT      This Advisory Agreement, dated as of [                                          ], 2009 is among Hines Global REIT Advisors LP, a Texas limited partnership, Hines Global REIT Properties LP, a Delaware limited partnership, and Hines Global REIT, Inc., a Maryland corporation (the " Agreement "). W I T N E S S E T H      WHEREAS, the Company (as hereinafter defined) desires to avail itself of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Advisor (hereinafter defined) and to have the Advisor undertake the duties and responsibilities hereinafter set forth herein on the terms set forth in this Agreement; and      WHEREAS, the Advisor is willing to undertake to render such services on the terms and conditions hereinafter set forth.      NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE 1
DEFINITIONS      The following defined terms used in this Advisory Agreement shall have the meanings specified below:      " Acquisition Expenses " has the meaning set forth in the Articles of Incorporation.      " Advisor " means (i) Hines Global REIT Advisors LP, a Texas limited partnership, or (ii) any successor advisor to the Company.      " Affiliate " has the meaning set forth in the Articles of Incorporation. For the purposes of this Agreement, the Advisor shall not be deemed to be an Affiliate of the Company, and vice versa.      " Articles of Incorporation " means the Articles of Incorporation of the General Partner, as amended from time to time.      " Board of Directors " means the Board Directors of the General Partner.      " Bylaws " means the bylaws of the General Partner, as amended from time to time.      " Code " means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.      " Company " means Hines Global REIT Properties LP, a Delaware limited partnership. Within the context of discussions of the operations, business and administration of the Company, the term "Company" shall mean, collectively, Hines Global REIT Properties LP and the General Partner for the purposes of this Agreement.

     " Director " means a member of the Board of Directors of the General Partner.      " General Partner " means Hines Global REIT, Inc., a Maryland corporation and general partner of the Company.      " Gross Proceeds " has the meaning set forth in the Articles of Incorporation.      " Hines " means Hines Interests Limited Partnership and its Affiliates.      " Independent Director " has the meaning set forth in the Articles of Incorporation.      " Initial Asset Value " means (i) in the case of a real estate investment other than a loan which the Company originates, the gross purchase price of real estate investments acquired directly by the Company, including any debt attributable to such investments, or our investment’s pro rata share of the gross asset value of real estate investments held by entities in which the Company invests, and (ii) in the case of a loan which we originate, the total principal amount committed under the loan.      " Limited Partnership Agreement " means the Amended and Restated Limited Partnership Agreement of Hines Global REIT Properties LP, as the same may be amended and restated from time to time.      " Limited Partnership Interests " means the Participation Interest, the Special OP Units and the Units owned by the Advisor and its Affiliates.      " Managing Dealer " means Hines Real Estate Securities, Inc., a Delaware corporation, or such other entity selected by the Board of Directors to act as the managing dealer for the Offering.      " Offering " means a public offering of Shares pursuant to any Prospectus.      " Operating Expenses " has the meaning set forth in the Articles of Incorporation.      " Organization and Offering Expenses " has the meaning set forth in the Articles of Incorporation.      " Participation Interest " has the meaning set forth in the Limited Partnership Agreement.      " Person " means an individual, corporation, partnership, estate, trust, a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity.      " Property Manager " means Hines Interests Limited Partnership, a Texas limited partnership, or an Affiliate thereof, when serving as the property manager for any property owned by the Company pursuant to a Property Management and Leasing Agreement.      " Property Management and Leasing Agreement " means any Property Management and Leasing Agreement between the Company and the Property Manager.      " Prospectus " means the General Partner’s final prospectus for any public offering within the meaning of Section 2(10) of the Securities Act of 1933, as amended.      " REIT " means a "real estate investment trust" under Sections 856 through 860 of the Code.      " Securities " means any class or series of units or shares of the Company or the General Partner, including common shares and units, preferred shares and units, special units or shares and any other evidences of equity or beneficial or other interests, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as "securities" or any certificates of interest, shares or participations in, temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire, any of the foregoing.      " Shares " means shares of common stock of the General Partner, par value $.001 per share.

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     " Shareholders " means the registered holders of the outstanding Shares.      " Special Op Units " has the meaning set forth in the Limited Partnership Agreement.      " Termination Date " means the date of termination of this Agreement.      " 2%/25% Guidelines " has the meaning set forth in the Articles of Incorporation.      " Units " has the meaning set forth in the Limited Partnership Agreement. ARTICLE 2
APPOINTMENT      The Company hereby appoints the Advisor to serve as its advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment. ARTICLE 3
DUTIES OF THE ADVISOR      The Advisor is responsible for managing, operating, directing and supervising the operations and administration of the Company and its real estate investments to the fullest extent allowed by law. The Advisor shall, either directly or by engaging an Affiliate or third party, perform the following duties:      3.01 Offering Services . The Advisor shall manage and supervise:           (i) Development of the product offering, including the determination of the specific terms of the Securities to be offered by the General Partner and/or the Company, preparation of all offering and related documents, and obtaining all required regulatory approvals of such documents;           (ii) Along with the Managing Dealer, approval of the participating broker dealers and negotiation of the related selling agreements;           (iii) Coordination of the due diligence process relating to participating broker dealers and their review of any Prospectus and other Offering and Company documents;           (iv) Preparation and approval of all marketing materials contemplated to be used by the Managing Dealer or others in the Offering of the General Partner’s Securities;           (v) Along with the Managing Dealer, negotiation and coordination with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions;           (vi) Creation and implementation of various technology and electronic communications related to the Offering of the General Partner’s Securities; and           (vii) All other services related to organization of the Company or the Offering, whether performed and incurred by the Advisor or its Affiliates.      3.02 Acquisition Services .           (i) Serve as the Company’s investment and financial advisor and obtain certain market research and economic and statistical data in connection with the Company’s real estate investments and investment objectives and policies;           (ii) Subject to Section 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential investments; (b) structure and negotiate the terms and conditions of

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transactions pursuant to which real estate investments will be made; and (c) acquire real estate investments on behalf of the Company;           (iii) Oversee the due diligence process;           (iv) Prepare reports regarding prospective investments which include recommendations and supporting documentation necessary for the Directors to evaluate the proposed investments;           (v) Obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of contemplated investments of the Company; and           (vi) Negotiate and execute approved investments and other transactions.      3.03 Asset Management Services .           (i) Investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services;           (ii) Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates) where appropriate, concerning the value of investments of the Company;           (iii) Monitor and evaluate the performance of investments of the Company; provide daily management services to the Company and perform and supervise the various management and operational functions related to the Company’s investments;           (iv) Coordinate with any property manager;           (v) Coordinate and manage relationships between the Company and any joint venture partners; and           (vi) Provide financial and operational planning services and investment portfolio management functions.      3.04 Accounting and Other Administrative Services:           (i) Manage and perform the various administrative functions necessary for the management of the day-to-day operations of the Company;           (ii) From time-to-time, or at any time reasonably requested by the Directors, make reports to the Directors on the Advisor’s performance of services to the Company under this Agreement;           (iii) Coordinate with the Company’s independent accountants and auditors to prepare and deliver to the General Partner’s audit committee an annual report covering the Advisor’s compliance with certain material aspects of this Advisory Agreement;

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               (iv) Provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;                (v) Provide financial and operational planning services and portfolio management functions;                (vi) Maintain accounting data and any other information concerning the activities of the Company as shall be needed to prepare and file all periodic financial reports and returns required to be filed by the General Partner with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;                (vii) Maintain all appropriate books and records of the Company;                (viii) Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters;                (ix) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company;                (x) Provide the Company with all necessary cash management services;                (xi) Manage and coordinate with the transfer agent the distribution process and payments to shareholders;                (xii) Consult with the officers and Directors of the General Partner and assist in evaluating and obtaining adequate insurance coverage based upon risk management determinations;                (xiii) Provide the officers and Directors of the General Partner with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Sarbanes-Oxley Act of 2002;                (xiv) Consult with the officers and Directors of the General Partner and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto; and                (xv) Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the General Partner to comply with applicable law including the Sarbanes-Oxley Act.      3.05 Shareholder Services .           (i) Manage communications with shareholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and           (ii) Establish technology infrastructure to assist in providing shareholder support and service.      3.06 Financing Services .           (i) Identify and evaluate potential financing and refinancing sources, engaging a third-party broker if necessary;           (ii) Negotiate terms, arrange and execute financing agreements;           (iii) Manage relationships between the Company and its lenders; and

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          (iv) Monitor and oversee the service of the Company’s debt facilities and other financings.      3.07 Disposition Services .           (i) Consult with the board of directors and provide assistance with the evaluation and approval of potential asset dispositions, sales or other liquidity events; and           (ii) Structure and negotiate the terms and conditions of transactions pursuant to which real estate investments may be sold. ARTICLE 4
AUTHORITY OF ADVISOR      4.01 General . All rights and powers to manage and control the day-to-day business and affairs of the Company shall be vested in the Advisor to the fullest extent allowed by law. The Advisor shall have the power to delegate all or any part of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Advisor or the Company as it may from time to time deem appropriate. Any authority delegated by the Advisor to any other Person shall be subject to applicable law and the limitations on the rights and powers of the Advisor specifically set forth in this Agreement or the Articles of Incorporation.      4.02 Powers of the Advisor . Subject to the express limitations set forth in this Agreement, the power to direct the management, operation and policies of the Company shall to the fullest extent allowed by law be vested in the Advisor, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out any and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under this Agreement.      4.03 Approval by Directors .           (i) Notwithstanding the foregoing any real estate investments, including any acquisition of real estate investment by the Company or any investment by the Company in a joint venture, limited partnership or similar entity owning real estate investments, will require the prior approval of the Board of Directors. The Advisor will deliver to the Board of Directors all documents required by it to properly evaluate the proposed investment.           (ii) If the Articles of Incorporation require that a transaction be approved by the Independent Directors, the Advisor will deliver to the Independent Directors all documents required by them to properly evaluate the proposed real estate investment. The prior approval of a majority of the Independent Directors will be required for each transaction between the Company and the Advisor or its Affiliates. ARTICLE 5
BANK ACCOUNTS      The Advisor will maintain one or more bank accounts in the name of the Company and will collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company. Notwithstanding the foregoing, no funds shall be commingled with the funds of the Advisor. ARTICLE 6
RECORDS AND FINANCIAL STATEMENTS      The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with United States generally accepted accounting principles (" GAAP "), which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company. Such books and records shall include all information necessary to calculate and audit the fees or reimbursements paid under this Agreement. Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Company’s assets from theft, error or fraudulent activity. All financial statements Advisor delivers to the Company shall be prepared on an accrual basis in accordance with

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GAAP, except for special financial reports which by their nature require a deviation from GAAP. The Advisor shall maintain necessary liaison with the Company’s independent accountants and shall provide such accountants with such reports and other information as the Company shall request. ARTICLE 7
LIMITATION ON ACTIVITIES      Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action which, in its sole judgment made in good faith, would (i) adversely affect the ability of the General Partner to qualify or continue to qualify to be taxed as a REIT, (ii) subject the Company or the General Partner to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company, the General Partner or their Securities, or (iv) violate the Articles of Incorporation or Bylaws. In the event an action that would violate (i) through (iv) of the preceding sentence but such action has been ordered by the Board of Directors acting on behalf of the General Partner, the Advisor shall notify the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall, to the fullest extent allowed by law, have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, none of the Advisor, its Affiliates and none of their managers, directors, officers, employees and equityholders, shall