THIRD AMENDMENT TO PROPERTY MANAGEMENT AND SERVICES AGREEMENT

THIRD AMENDMENT TO PROPERTY MANAGEMENT

AND SERVICES AGREEMENT

This Third Amendment to Property Management and Services Agreement (“Third Amendment”) is made and entered as of May 1, 2006 (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 Third 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, and December 1, 2005 (the “Agreement”), under which GLENBOROUGH provides certain Management, Administration and Consulting (each as defined in the Agreement) services to Rancon.

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

AGREEMENT

1.         Article 2, Section 2.1 of the Agreement is hereby deleted and replaced with the following:

2.1        Term of Ag