SECOND AMENDMENT TO PROPERTY MANAGEMENT AND SERVICES AGREEMENT

SECOND AMENDMENT TO PROPERTY MANAGEMENT

AND SERVICES AGREEMENT

This Second Amendment to Property Management and Services Agreement (“Second Amendment”) is made and entered as of December 1, 2005 (the “Effective Date”), by and between Glenborough Properties, L.P., a California limited partnership (“Glenborough”) and Rancon Realty Fund V, a California limited partnership (“Rancon”).

RECITALS

This Second Amendment is made with reference to the following facts and objectives:

A.        GLENBOROUGH and Rancon are parties to Property Management and Services Agreement dated as of June 30, 2004, as amended as of September 30, 2005 (the “Agreement”), under which GLENBOROUGH provides certain Management, Administration and Consulting (each as defined in the Agreement) services to Rancon.

B.        As a result of refinancing, Rancon’s lender required that Rancon transfer certain real property owned by Rancon into a wholly owned subsidiary.

C.        Rancon desires that GLENBOROUGH continue to provide Management, Administration and Consulting services to its wholly owned subsidiary as successor owner of the properties transferred from Rancon.

NOW, THEREFORE, Glenborough and Rancon hereby agree as follows:

AGREEMENT

“A.   &nbs