AGREEMENT OF SALE AND PURCHASE

Exhibit 10.2

AGREEMENT OF SALE AND PURCHASE

BETWEEN

CENTEX OFFICE CITYMARK I, L.P.,

as Seller

AND

HINES REIT PROPERTIES, L.P.,

as Purchaser

pertaining to

Citymark Office Building
3100 McKinnon Street
Dallas, Texas

EXECUTED EFFECTIVE AS OF

August 9, 2005

TABLE OF CONTENTS

AGREEMENT OF SALE AND PURCHASE

     THIS AGREEMENT OF SALE AND PURCHASE (the “ Agreement ”) is entered into and effective for all purposes as of August 9, 2005 (the “ Effective Date ”), by and between CENTEX OFFICE CITYMARK I, L.P., a Delaware limited partnership (the “ Seller ”), and HINES REIT PROPERTIES, L.P., a Delaware limited partnership (the “ Purchaser ”).

     In consideration of the mutual promises, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE I
DEFINITIONS

      Section 1.1 Definitions . For purposes of this Agreement, the following capitalized terms have the meanings set forth in this Section 1.1 :

           “Additional Earnest Money Deposit” has the meaning ascribed to such term in Section 4.1(b) below.

           “Affiliate” means any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Purchaser or Seller, as the case may be. For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

           “Agreement” has the meaning ascribed to such term in the opening paragraph.

           “Authorities” means the various governmental and quasi-governmental bodies or agencies having jurisdiction over Seller, the Real Property, the Improvements, or any portion of the Real Property or Improvements.

           “Blanket Conveyance” has the meaning ascribed to such term in Section 10.2(a) .

           “Broker” has the meaning ascribed to such term in Section 11.1 .

           “Business Day” means any day other than a Saturday, Sunday or a day on which national banking associations in the United States are authorized or required to close.

           “Casualty Notice” has the meaning ascribed to such term in Section 9.2 .

           “Centex Construction Group” means Centex Construction Group Services, L.L.C., a Delaware limited liability company.

           “Centex Construction Group Lease” means that certain Office Lease Agreement between Seller, as Landlord, and Centex Construction Group, as Tenant, dated June 5, 2003, as amended by that certain First Amendment to Lease dated June 27, 2005 between Seller, as Landlord, and Centex Construction Group, as Tenant.

           “Centex Construction Group Lease Amendment” has the meaning ascribed to such term in Section 3.5(xi) .

           “Centex Construction Group Lease Guaranty” has the meaning ascribed to such term in Section 7.4 .

           “Centex Corporation” means Centex Corporation, a Nevada corporation.

           “Centex Estoppel Certificates” has the meaning ascribed to such term in Section 7.2(a) .

           “Centex Service Company” means Centex Service Company, a Nevada corporation.

           “Centex Service Company Estoppel Certificate” has the meaning ascribed to such term in Section 7.2(a) .

           “Centex Service Company Lease” means that certain Citymark Building Office Lease by and between Seller, as Landlord, and Centex Service Company, as Tenant, dated November 17, 1999, as amended by that certain letter agreement dated December 29, 1999 from Seller, as Landlord, and agreed and accepted by Centex Service Company, as Tenant.

           “Centex Service Company Lease Amendment” has the meaning ascribed to such term in Section 3.5(x) .

           “Centex Service Company Lease Guaranty” has the meaning ascribed to such term in Section 7.4 .

           “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), as amended by the Superfund Amendments Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), as the same may be amended.

           “Certificate as to Foreign Status” has the meaning ascribed to such term in Section 10.3(e) .

           “Certifying Party” has the meaning ascribed to such term in Section 4.5 .

           “Closing” means the consummation of the purchase and sale of the Property contemplated by this Agreement, as provided for in Article X .

           “Closing Date” means August 24, 2005, or such earlier or later date to which Purchaser and Seller may hereafter agree in writing.

           “Closing Documents” means (a) the documents to be executed and delivered by Seller and/or Purchaser at Closing, (b) the Contract Guaranty, the Centex Service Company Lease Guaranty and the Centex Construction Group Lease Guaranty to be executed and delivered at Closing by the Centex Corporation, (c) the Centex Service Company Lease Amendment to be executed and delivered by Purchaser and Centex Service Company, and (d) the Centex Construction Group Lease Amendment to be executed and delivered by Purchaser and Centex Construction Group.

           “Closing Extension Deposit” has the meaning ascribed to such term in Section 10.1 .

           “Closing Extension Notice Date” means August 19, 2005.

           “Closing Statement” has the meaning ascribed to such term in Section 10.4(a) .

           “Closing Surviving Obligations” means the rights, liabilities and obligations set forth in Sections 3.2, 4.6, 4.7, 4.9, 5.3, 5.5, 7.1(q), 7.5, 8.1 (subject to Section 16.1 ), 8.2, 10.4 (subject to the limitations therein), 10.6, 10.7, 11.1, 12.1, 14.1, 15.1, 16.1, Article XIII and Article XVII .

           “Closing Time” has the meaning ascribed to such term in Section 10.4(a) .

           “Code” has the meaning ascribed to such term in Section 4.9 .

           “Deed” has the meaning ascribed to such term in Section 10.3(a) .

           “Deposit Time” means 5:00 p.m. Local Time on the Business Day that is immediately preceding the Closing Date.

           “Documents” has the meaning ascribed to such term in Section 5.2 .

           “Due Diligence Period” has the meaning ascribed to such term in Section 5.4 .

           “Earnest Money Deposit” means the Initial Earnest Money Deposit, together with the Additional Earnest Money Deposit, if any, and the Closing Extension Deposit, if any.

           “Effective Date” has the meaning ascribed to such term in the opening paragraph of this Agreement.

           “Environmental Requirements” means all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, in effect as of the date of this Agreement, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, and common law, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or Hazardous Substances or waste or hazardous materials into the environment (including, without limitation, ambient air,

surface water, ground water or land or soil), with respect to or which otherwise pertain to or affect (i) the Property (or any portion thereof), or (ii) the use, ownership, occupancy or operation of the Property (or any portion thereof), including but not limited to CERCLA, 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 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.), comparable state and local laws, and any and all rules and regulations which are in effect as of the date of this Agreement promulgated under any and all of the aforementioned laws.

           “Escrow Instructions” has the meaning ascribed to such term in Section 4.2 .

           “Existing Survey” has the meaning ascribed to such term in Section 6.2 .

           “Final Title Policy” has the meaning ascribed to such term in Section 6.4 .

           “Governmental Regulations” means all laws, ordinances, rules and regulations of the Authorities applicable to Seller, the Property or the use or operation thereof.

           “Contract Guaranty” means that certain Guaranty to be executed and delivered at Closing by the Centex Corporation, which Guaranty shall be in the form of Exhibit R attached hereto.

           “Hazardous Substances” means any substance which is or contains (i) any solid or liquid wastes (including hazardous wastes), hazardous air pollutants, hazardous substances, hazardous chemical substances and mixtures, toxic substances, pollutants and contaminants, as such terms are defined in any Environmental Requirement, including, without limitation CERCLA, 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 Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), and the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), as such Environmental Requirements have been amended and/or supplemented from time to time prior to the date of this Agreement, and any and all rules and regulations promulgated under any of the above; (ii) pesticides specifically regulated under the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C.A. § 135 et seq.) as such Act has been amended and/or supplemented from time to time prior to the date of this Agreement, and any and all rules and regulations promulgated under such Act; (iii) storage tanks or containers regulated by applicable Environmental Requirements, whether or not underground, and whether empty, filled or partially filled with any substance; (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials regulated by applicable Environmental Requirements in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; and (vii) radon gas. Hazardous Substances shall include, without limitation, any substance, the presence of which on the Property, requires reporting, investigation or remediation under Environmental Requirements.

           “Hines” means Hines Interests Limited Partnership, a Delaware limited partnership.

           “Improvements” means all buildings, structures, fixtures, parking areas and other improvements located on the Real Property.

           “Independent Consideration” has the meaning ascribed to such term in Section 3.4 .

           “Initial Earnest Money Deposit” has the meaning ascribed to such term in Section 4.1(a) .

           “Leasing Costs” means all leasing commissions, brokerage commissions, tenant improvement and other allowances, abatements and incentives, legal fees and other expenditures incurred in connection with the lease of space in the Property.

           “Licensee Parties” has the meaning ascribed to such term in Section 5.1(a) .

           “Licenses and Permits” means, collectively, all of Seller’s right, title and interest, to the extent assignable, in and to licenses, permits, certificates of occupancy, approvals, dedications, subdivision maps and entitlements now or hereafter issued, approved or granted by the Authorities in connection with the Real Property and the Improvements, together with all renewals and modifications thereof.

           “Local Time” means the time in the city in which the Real Property is located.

           “Managing Agent” means Harwood International, Inc., a Texas corporation.

           “Major Tenants” has the meaning ascribed to such term in Section 7.2(a) .

           “Objections” has the meaning ascribed to such term in Section 6.3 .

           “Official Records” means the Real Property Records of Dallas County, Texas.

           “Operating Expenses” has the meaning ascribed to such term in Section 10.4(c) .

           “Other Party” has the meaning ascribed to such term in Section 4.5 .

           “Permitted Encumbrances” has the meaning ascribed to such term in Section 6.3 .

           “Personal Property” means all of Seller’s right, title and interest in and to the equipment, appliances, tools, supplies, machinery, artwork, furnishings and other items of personal property described on Exhibit A attached hereto.

           “Property” has the meaning ascribed to such term in Section 2.1 .

           “Proration Items” has the meaning ascribed to such term in Section 10.4(a) .

           “Purchase Price” has the meaning ascribed to such term in Section 3.1 .

           “Purchaser” has the meaning ascribed to such term in the opening paragraph of this Agreement.

           “RCRA” means the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as amended by the Hazardous and Solid Wastes Amendments of 1984, and as further amended.

           “Real Property” means those certain parcels of real property located at 3100 McKinnon Street, Dallas, Texas, as more particularly described on Exhibit B attached hereto and made a part hereof, together with all of Seller’s right, title and interest, if any, in and to the appurtenances pertaining thereto, including but not limited to Seller’s right, title and interest in and to the adjacent streets, alleys and right-of-ways, and any easement rights, air rights, subsurface rights, development rights, wastewater capacities and credit reservations, and water rights.

           “Records, Plans and Guaranties” means, collectively, the following to the extent set forth on Exhibit E attached hereto: (i) books and records relating to the Improvements; (ii) surveys, structural reviews, architectural drawings and engineering, environmental, soils, seismic, geologic and architectural reports, studies and certificates pertaining to the Real Property or the Improvements; (iii) plans, specifications and drawings of the Improvements or the Real Property or any portion thereof; and (iv) warranties and guaranties currently in force and effect made by any contractors, subcontractors, vendors or suppliers regarding their performance or the quality of materials supplied by them in connection with the construction and operation of the Real Property, the Improvements, the Personal Property or the Tenant Leases. The terms “Records, Plans and Guaranties” shall include only those items set forth above to the extent included on Exhibit E attached hereto and expressly shall not include (1) any document or correspondence which would be subject to the attorney- client privilege; (2) any documents pertaining to the marketing of the Property for sale to prospective purchasers; (3) any internal memoranda, reports or assessments of Seller or Seller’s Affiliates relating to Seller’s valuation of the Property; and (4) appraisals of the Property whether prepared internally by Seller or Seller’s Affiliates or externally.

           “Rentals” has the meaning ascribed to such term in Section 10.4(b) , and some may be “Delinquent” in accordance with the meaning ascribed to such term in Section 10.4(b) .

           “Rent Roll” has the meaning ascribed to such term in Section 5.2 .

           “Representation Letter” has the meaning ascribed to such term in Section 7.5 .

           “Reporting Person” has the meaning ascribed to such term in Section 4.9(a) .

           “Seller” has the meaning ascribed to such term in the opening paragraph of this Agreement.

           “Seller Warranties and Covenants” has the meaning ascribed to such term in Section 5.5 .

           “Seller’s Cure Period” has the meaning ascribed to such term in Section 6.3 .

           “Service Contracts” means all of Seller’s right, title and interest, to the extent assignable, in all service agreements, maintenance contracts, equipment leasing agreements, warranties, guarantees, bonds and other contracts for the provision of labor, services, materials or supplies relating solely to the Real Property, Improvements or Personal Property (together with all renewals, supplements, amendments and modifications thereof) all as listed and described on Exhibit C attached hereto, and such new agreements and renewals, supplements, amendments and modifications to such existing agreements entered into after the Effective Date, to the extent permitted by Section 7.1(f) , to the extent only those Service Contracts are designated by Purchaser pursuant to Section 3.2(a) .

           “Significant Portion” means damage by fire or other casualty to the Real Property and the Improvements or a portion thereof (a) requiring repair costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) as such repair costs are reasonably estimated by Purchaser, or (b) resulting in (i) a breach, default or failure of performance under any Tenant Lease, (ii) a reduction of rent under any Tenant Lease which is not fully reimbursed with the proceeds of rent loss insurance to be assigned to Purchaser at Closing, or (iii) a termination right under any Tenant Lease.

           “Survey” has the meaning ascribed to such term in Section 6.2 .

           “Survey Exception” has the meaning ascribed to such term in Section 6.4 .

           “Tenant Deposits” means all security deposits, letters of credit or other security, paid or deposited or required to be paid or deposited by the Tenants to Seller, as landlord, or any other person on Seller’s behalf pursuant to the Tenant Leases (together with any interest which has accrued thereon, but only to the extent such interest has accrued for account of the respective Tenants).

           “Tenant Estoppel Certificates” has the meaning ascribed to such term in Section 7.2(a) .

           “Tenant Leases” means all written leases, rental agreements or occupancy agreements whereby Seller or its predecessor in title leased or granted the right to occupy a portion of the Property, and all written renewals, amendments, modifications and supplements thereto, together with any renewals and modifications thereof and any new leases entered into after the Effective Date with the prior written consent of Purchaser pursuant to Section 7.1(e) . Tenant Leases will not include subleases or similar occupancy agreements entered into by Tenants which, by their nature, are subject to Tenant Leases.

           “Tenant Notice Letters” has the meaning ascribed to such term in Section 10.7 .

           “Tenants” means all persons or entities leasing, renting or occupying space within the Improvements pursuant to the Tenant Leases, but expressly excludes any subtenants, licensees, concessionaires, franchisees or other persons or entities whose occupancy is derived through Tenants.

           “Termination Surviving Obligations” means the rights, liabilities and obligations set forth in Sections 3.4, 4.5, 4.6, 4.7, 4.9, 5.3, 11.1, 14.1, 15.1 , Article XIII , and Article XVII .

           “Title Company” means Commerce Title Company, 2728 N. Harwood Street, IC II, 4th Floor, Dallas, Texas 75201, Phone: (214) 981-6500, Facsimile: (214) 981-6440, Attn: Sue Jackson.

           “Title Company Coverage Letter” has the meaning ascribed to such term in Section 4.10 .

           “Title Commitment” has the meaning ascribed to such term in Section 6.1 .

           “Title Commitment Documents” has the meaning ascribed to such term in Section 6.1 .

           “Title Policy” has the meaning ascribed to such term in Section 6.1 .

           “To Purchaser’s Knowledge” means the present actual (as opposed to constructive or imputed) knowledge of Clayton Elliott and Roy Pelham.

           “To Seller’s Knowledge” means the present actual (as opposed to constructive or imputed) knowledge, after reasonable investigation and inquiry, of (i) Michael Albright, who is Senior Vice President, Administration, of Seller, and Stephen M. Weinberg, who is the Chairman of the general partner of Seller, who each have knowledge of the Property and the daily operations thereof, and (ii) the Managing Agent.

           “Waterproofing Work” has the meaning ascribed to such term in Section 7.1(q) .

      Section 1.2 References; Exhibits and Schedules . Except as otherwise specifically indicated, all references in this Agreement to Articles or Sections refer to Articles or Sections of this Agreement, and all references to Exhibits or Schedules refer to Exhibits or Schedules attached hereto, all of which Exhibits and Schedules are incorporated into, and made a part of, this Agreement by reference. The words “herein,” “hereof,” “hereinafter” and words and phrases of similar import refer to this Agreement as a whole and not to any particular Section or Article.

ARTICLE II
AGREEMENT OF SALE AND PURCHASE

      Section 2.1 Agreement . Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller, on the Closing Date and subject to the terms and conditions of this Agreement, all of the following (collectively, the “ Property ”):

          (a) the Real Property;

          (b) the Improvements;

          (c) the Personal Property;

          (d) all of Seller’s right, title and interest as lessor in and to the Tenant Leases and, subject to the terms of the respective applicable Tenant Leases, the Tenant Deposits;

          (e) all of Seller’s right, title and interest, if any, in, to and under the Service Contracts and the Licenses and Permits;

          (f) all of Seller’s right, title and interest, if any, in and to the Records, Plans and Guaranties;

          (g) all of Seller’s right, title, and interest, to the extent legally assignable or transferable, in and to all telephone numbers and telephone exchanges for the Property (but specifically excluding any telephone numbers and telephone exchanges for Tenants of the Improvements); and all names, trade names, fictitious names, designations, logos, copyrights, service marks, and appurtenant registrations, if any, used by Seller in connection with Seller’s ownership or operation and identification of the Property as “Citymark”, “Citymark Building”, or “Citymark Office Building” but specifically excluding those names, trade names, fictitious names, designations, logos, copyrights, service marks and appurtenant registrations of any Tenant of the Improvements. Notwithstanding anything herein to the contrary, in no event is Seller conveying, assigning, transferring or granting to Purchaser the right to use any name, trade name, fictitious name, designation, logo, copyright, service mark or appurtenant registration, containing the word “Centex”, “CTX” or any other word or words used in combination with “Centex” or “CTX”; and

          (h) all of Seller’s right, title and interest in and to all leasing floor plans, building stacking plans, encumbrance schedules, marketing brochures, building photos, BOMA calculations, and websites and website domains that relate directly to the ownership, operation, management or leasing of the Real Property and the Improvements; and, upon request of Purchaser, copies of computer software and programs, relating directly to the ownership, operation, management or leasing of the Real Property and the Improvements, if such computer software and/or programs can be copied and delivered to Purchaser without violation of any license or permit applicable thereto.

ARTICLE III
CONSIDERATION

      Section 3.1 Purchase Price . The purchase price for the Property (the “ Purchase Price ”) will be Twenty-Seven Million Six Hundred Fifty Thousand Four Hundred Ninety-Five and No/100 Dollars ($27,650,495.00) in lawful currency of the United States of America, payable as provided in Section 3.3 .

      Section 3.2 Confirmation and Assumption of Obligations .

          (a) On or before August 15, 2005, Purchaser shall notify Seller in writing which of the contracts and agreements listed on Exhibit C Purchaser elects, in its sole discretion, will be included in the definition of Service Contracts and therefore will be assigned to and assumed by Purchaser at the Closing. All such contracts and agreements not so designated by Purchaser will not be included in the term Service Contracts and Purchaser shall have no liability or responsibility for the same.

          (b) As additional consideration for the purchase and sale of the Property, at Closing Purchaser will assume and agree to perform (i) all of the covenants and obligations of Seller, pursuant to the Tenant Leases and Service Contracts, which are to be performed subsequent to the Closing Date, and (ii) all Leasing Costs incurred or to be incurred in connection with any new Tenant Lease executed on or after the Effective Date so long as such new Tenant Lease was approved by Purchaser in writing in accordance with Section 7.1(e) hereof; provided, however, Seller agrees to pay all Leasing Costs, if any, incurred or to be incurred in connection with the Centex Service Company Lease Amendment and Centex Construction Group Lease Amendment. Purchaser hereby agrees to indemnify, defend and hold Seller and its Affiliates harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to reasonable attorneys’ fees and expenses) asserted against or incurred by Seller or its Affiliates and arising out of the failure of Purchaser to perform its obligations pursuant to this Section 3.2(b) .

          (c) As a material inducement to Purchaser to purchase the Property, and understanding that Purchaser will rely upon the following in purchasing the Property, at Closing, Seller will retain, pay and agree to perform (i) all of the covenants and obligations of Seller pursuant to the Tenant Leases and Service Contracts which are to be performed prior to the Closing Date, and (ii) all Leasing Costs payable with respect to Tenant Leases, except as set forth in Section 3.2(b)(ii) above. Seller hereby agrees to indemnify, defend and hold Purchaser and its Affiliates harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including, but not limited to reasonable attorneys’ fees and expenses) asserted against or incurred by Purchaser or its Affiliates and arising out of the failure of Seller to perform its obligations pursuant to this Section 3.2.(c) .

          (d) The provisions of this Section 3.2 shall survive the Closing.

      Section 3.3 Method of Payment of Purchase Price . Subject to Section 3.5 hereof, no later than 5:00 p.m. Local Time on the Business Day before the Closing Date, Purchaser will deliver the Purchase Price (subject to the adjustments described in Section 10.4 and any applicable credits), together with all other costs and amounts to be paid by Purchaser at Closing pursuant to the terms of this Agreement, by Federal Reserve wire transfer of immediately available funds to an account to be designated by the Title Company. Subject to Section 3.5 hereof, no later than 10:00 a.m. Local Time on the Closing Date, (a) Purchaser will cause the Title Company to (1) pay to Seller by Federal Reserve wire transfer of immediately available funds to an account to be designated by Seller, the Purchase Price (subject to adjustments described in Section 10.4 and any applicable credits), less any costs or other amounts to be paid by Seller at Closing pursuant to the terms of this Agreement, and (2) pay to all appropriate payees the other costs and amounts to be paid by Purchaser at Closing pursuant to the terms of this Agreement; and (b) Seller will direct the Title Company to pay to the appropriate payees out of the proceeds of Closing payable to Seller, all costs and amounts due, or to be paid, by Seller at Closing pursuant to the terms of this Agreement.

      Section 3.4 Independent Consideration . Contemporaneously with the execution and delivery of this Agreement, Purchaser has paid to Seller as further consideration for this

Agreement, in cash, the sum of One Hundred Dollars ($100.00) (the “ Independent Consideration ”), in addition to the Earnest Money Deposit and the Purchase Price. The Independent Consideration is independent of any other consideration provided hereunder, shall be fully earned by Seller upon the Effective Date hereof, and is not refundable under any circumstances, even if Seller breaches this Agreement.

      Section 3.5 Conditions to the Purchaser’s Obligations . The obligation of Purchaser to purchase and pay for the Property and other assets to be transferred hereunder is subject to the satisfaction (or waiver by Purchaser) as of the Closing of the following conditions:

          (i) Each of the representations and warranties made by Seller in Section 8.1 shall be true and correct in all material respects when made and on the Closing Date (including no material adverse change in any representations, warranties or exhibits to this Agreement which are updated as required or permitted by this Agreement and delivered at the Closing).

          (ii) Seller shall have performed or complied in all material respects with each obligation and covenant required by the Tenant Leases, any applicable Governmental Regulations, and by this Agreement (including, without limitation, Section 10.3 hereof) to be performed or complied with by Seller on or before the Closing.

          (iii) With respect to the Tenant Leases in which an Affiliate of Seller is the Tenant thereunder, there shall be no monetary or material non-monetary defaults under such Tenant Leases.

          (iv) With respect to the Tenant Leases under which the Tenant thereunder is not an Affiliate of Seller, there shall be (1) no monetary defaults which in the aggregate exceed One Hundred Thousand and No/100 Dollars ($100,000.00), and (2) no material non-monetary defaults.

          (v) No order or injunction of any court or administrative agency of competent jurisdiction nor any Governmental Regulation promulgated by any Authority of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the transfer of the Property or the consummation of any other transaction provided for herein.

          (vi) No action, suit or other proceeding shall be pending which shall have been brought by any person or entity (other than the parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the purchase and sale of the Property or the consummation of any transaction provided for herein, or (ii) seeking material damages with respect to such purchase and sale or any other transaction provided for herein.

          (vii) Purchaser shall have received Tenant Estoppel Certificates as required by Section 7.2 and none of the same shall contain any adverse factual information not otherwise disclosed to Purchaser in writing on or before June 13, 2005.

          (viii) The physical condition of the Property shall be substantially the same on the Closing Date as on the Effective Date, reasonable wear and tear and loss by casualty excepted (subject to the provisions of Article VII).

          (ix) The Title Company shall be irrevocably and unconditionally committed to issue to Purchaser the Final Title Policy.

          (x) The executed amendment to the Centex Services Company Lease (the “ Centex Service Company Lease Amendment ”), which Centex Service Company Lease Amendment shall be in the form attached hereto as Exhibit J , shall be delivered to Purchaser in the manner required under Section 10.3 .

          (xi) The executed amendment to the Centex Construction Group Lease (the “ Centex Construction Group Lease Amendment ”), which Centex Construction Group Lease Amendment shall be in the form attached hereto as Exhibit Z , shall be delivered to Purchaser in the manner required under Section 10.3 .

          (xii) The Centex Estoppel Certificates shall be delivered to Purchaser in the manner required under Sections 7.2 and 10.3 .

          (xiii) The Contract Guaranty shall be delivered to Purchaser in the manner required under Section 10.3 .

          (xiv) The Centex Service Company Lease Guaranty and the Centex Construction Group Lease Guaranty shall be delivered to Purchaser in the manner required under Section 10.3 .

          (xv) There shall be no proceeding pending by or against Seller or any Tenant under the Federal Bankruptcy Code or any similar law.

          (xvi) There shall be no material adverse change in the information set forth in the Rent Roll delivered pursuant to Section 5.2 and the Rent Roll delivered pursuant to Section 10.3(h) except changes arising from the acts of Seller which do not constitute a breach of the representations, warranties or covenants of Seller set forth in this Agreement.

          (xvii) Purchaser shall have received from the Title Company the Title Company Coverage Letter as described in Section 4.10 below.

Purchaser’s closing of the purchase provided for herein shall evidence Purchaser’s satisfaction with or waiver of each of such conditions. If any condition to Purchaser’s conditions set forth in this Section 3.5 is not satisfied to Purchaser’s reasonable satisfaction, Purchaser may terminate this Agreement and, in the event a condition under subsection (i), (ii), (iii), (x), (xi), (xii), (xiii), (xiv) and (xvii) is not satisfied or waived by Purchaser at Closing, Purchaser shall be entitled to pursue its remedies under Section 13.1 .

ARTICLE IV
EARNEST MONEY DEPOSIT AND ESCROW INSTRUCTIONS

      Section 4.1 The Deposit .

     (a) On the Effective Date, Purchaser shall deliver to the Title Company (the “ Initial Earnest Money Deposit ”): the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00), which will be held in escrow by the Title Company pursuant Section 4.8 below.

     (b) If Purchaser does not terminate this Contract prior to the expiration of the Due Diligence Period pursuant to Section 5.4 below, then on or before 5:00 p.m. Local Time on the last day of the Due Diligence Period, Purchaser shall deliver to the Title Company an additional cash deposit (“ Additional Earnest Money Deposit ”) in the sum of Five Hundred Thousand and 00/100 Dollars ($500,000.00), which will be held in escrow by the Title Company pursuant to Section 4.8 below. The Additional Earnest Money Deposit shall be held by the Title Company as, and shall be deemed a part of, the Earnest Money Deposit for all purposes of this Agreement and shall be non-refundable except as expressly set forth in the Agreement. Further, notwithstanding anything to the contrary contained in this Agreement, if the Additional Earnest Money Deposit is not received by the Title Company on or prior to 5:00 p.m. Local Time on the last day of the Due Diligence Period, then (i) this Agreement will automatically terminate and be of no further force or effect, at which point neither party shall have the any further obligations hereunder except for the Termination Surviving Obligations, and (ii) the Initial Earnest Money Deposit shall be refunded to Purchaser.

      Section 4.2 Escrow Instructions . This Article IV constitutes the escrow instructions of Seller and Purchaser to the Title Company with regard to the Earnest Money Deposit and the Closing (the “ Escrow Instructions ”). By its execution of the joinder attached hereto, the Title Company agrees to be bound by the provisions of this Article IV . If any requirements relating to the duties or obligations of the Title Company hereunder are not acceptable to the Title Company, or if the Title Company requires additional instructions, the parties agree to make such deletions, substitutions and additions to the Escrow Instructions as Purchaser and Seller hereafter mutually approve in writing and which do not substantially alter this Agreement or its intent. In the event of any conflict between this Agreement and such additional escrow instructions, this Agreement will control.

      Section 4.3 Documents Deposited into Escrow . On or before the Deposit Time, Purchaser and Seller each will deliver in escrow to the Title Company the documents described and provided for in this Agreement to be so delivered.

      Section 4.4 Close of Escrow . Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice and provided that this Agreement has not otherwise been terminated pursuant to the terms hereof), when Purchaser and Seller have delivered the documents required by Section 4.3 , the Title Company will:

          (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9 hereof;

          (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated and assemble counterparts into single instruments;

          (c) Disburse to Seller, by wire transfer of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums which Seller is entitled to receive at the Closing;

          (d) Deliver the Deed to Purchaser by causing same to be recorded in the Official Records and obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording;

          (e) Issue to Purchaser the Title Policy required by Section 6.4 of this Agreement;

          (f) Deliver to Seller, in addition to Seller’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and

          (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing, and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

      Section 4.5 Termination Notices . If at any time the Title Company receives a certificate of either Seller or Purchaser (for purposes of this Section 4.5 , the “ Certifying Party ”) stating that: (a) the Certifying Party is entitled to receive the Earnest Money Deposit pursuant to the terms of this Agreement, and (b) a copy of the certificate was delivered as provided herein to the other party (for purposes of this Section 4.5 , the “ Other Party ”) prior to or contemporaneously with the giving of such certificate to the Title Company, then, unless the Title Company has then previously received, or receives within five (5) Business Days after receipt of the Certifying Party’s certificate, contrary written instructions from the Other Party, the Title Company, within two (2) Business Days after the expiration of the foregoing five (5) Business Day period, will deliver the Earnest Money Deposit to the Certifying Party, and thereupon the Title Company will be discharged and released from any and all liability hereunder. If the Title Company receives contrary written instructions from the Other Party within five (5) Business Days following the Title Company’s receipt of said certificate, the Title Company will not so deliver the Earnest Money Deposit, but will continue to hold the same pursuant hereto, subject to Section 4.6 . Notwithstanding the foregoing, if Purchaser elects to terminate this Agreement on or before the expiration of the Due Diligence Period as provided in Section 5.4 hereof, upon Purchaser’s request, the Title Company shall immediately return the Initial Earnest Money Deposit to Purchaser without notice to or approval from Seller, and in all events all interest earned on the Initial Earnest Money Deposit shall be paid to Purchaser.

      Section 4.6 Indemnification of Title Company . If this Agreement or any matter relating hereto becomes the subject of any litigation or controversy, Purchaser and Seller jointly and severally, will hold the Title Company free and harmless from any loss or expense, including

reasonable attorneys’ fees, that may be suffered by it by reason thereof other than as a result of Title Company’s negligence or willful misconduct. In the event conflicting demands are made or notices served upon Title Company with respect to this Agreement, or if there is uncertainty as to the meaning or applicability of the terms of this Agreement or the Escrow Instructions, Purchaser and Seller expressly agree that the Title Company will be entitled to file a suit in interpleader in the county in which the Real Property is located and to obtain an order from the court requiring Purchaser and Seller to interplead and litigate their several claims and rights among themselves. Upon the filing of the action in interpleader and the deposit of the Earnest Money Deposit into the registry of the court, the Title Company will be fully released and discharged from any obligations imposed upon it by this Agreement.

      Section 4.7 Maintenance of Confidentiality by Title Company . Except as may otherwise be required by law or by this Agreement, the Title Company will maintain in strict confidence and not disclose to anyone the existence of this Agreement, the identity of the parties hereto, the amount of the Purchase Price, the provisions of this Agreement or any other information concerning the transactions contemplated hereby, without the prior written consent of Purchaser and Seller in each instance.

      Section 4.8 Investment of Earnest Money Deposit . The Title Company will invest and reinvest the Earnest Money Deposit, at the instruction and sole election of Purchaser, only in (a) bonds, notes, Treasury bills or other securities constituting direct obligations of, or guaranteed by the full faith and credit of, the United States of America, and in no event maturing beyond the Closing Date, or (b) fully insured, interest-bearing accounts at a commercial bank mutually acceptable to Purchaser and the Title Company. The investment of the Earnest Money Deposit will be at the sole risk of Purchaser and no loss on any investment will relieve Purchaser of its obligations to pay to Seller as liquidated damages the full amount of the Earnest Money Deposit as provided in Article XIII , or of its obligation to pay the Purchase Price. Notwithstanding any provisions of this Agreement, all interest earned on the Earnest Money Deposit shall be paid to Purchaser. Purchaser shall be responsible for paying any income taxes thereon.

      Section 4.9 Designation of Reporting Person . In order to assure compliance with the requirements of Section 6045 of the Internal Revenue Code of 1986, as amended (for purposes of this Section 4.9 , the “ Code ”), and any related reporting requirements of the Code, the parties hereto agree as follows:

          (a) The Title Company (for purposes of this Section 4.9 , the “ Reporting Person ”), by its execution hereof, hereby assumes all responsibilities for information reporting required under Section 6045(e) of the Code.

          (b) Seller and Purchaser each hereby agree:

          (i) to provide to the Reporting Person all information and certifications regarding such party, as reasonably requested by the Reporting Person or otherwise required to be provided by a party to the transaction described herein under Section 6045 of the Code; and

          (ii) to provide to the Reporting Person such party’s taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Reporting Person is correct.

          (c) The addresses for Seller and Purchaser are as set forth in Section 14.1 hereof, and the real estate subject to the transfer provided for in this Agreement is described in Exhibit B .

      Section 4.10 Title Company as Seller Affiliate . Seller hereby notifies Purchaser, and Purchaser acknowledges, that Title Company is an Affiliate of Seller. On or before Closing, Seller shall deliver to Purchaser a letter from the Title Company, in form and substance acceptable to Purchaser, affirming that Purchaser’s title insurance coverage will not be affected as a result of Seller’s relationship with the Title Company (the “ Title Company Coverage Letter ”).

ARTICLE V
INSPECTION OF PROPERTY

      Section 5.1 Entry and Inspection .

          (a) From and after the Effective Date through the Closing Date, but subject to the provisions of this Section 5.1 and subject to the obligations set forth in Section 5.3 below, Seller will permit Purchaser and its authorized agents and representatives (collectively, the " Licensee Parties ”) the right to enter upon the Real Property at all reasonable times during normal business hours to perform reasonable, investigations, studies and tests, including surveys and engineering studies, of the Property as Purchaser deems necessary or desirable. Notwithstanding anything to the contrary contained herein, no physically invasive testing, other than a Phase I environmental site assessment (and a Phase II environmental site assessment if the Phase I environmental site assessment indicates or suggests that a Phase II environmental site assessments is necessary or prudent), shall be conducted during any such entry by Purchaser or any Licensee Party upon the Property, without Seller’s specific prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

          (b) Subject to the obligations set forth in Section 5.3 below, Purchaser and the Licensee Parties shall have the right to communicate directly with the Authorities, Tenants and the parties to the Service Contracts for any good faith reasonable purpose in connection with the transaction contemplated by this Agreement.

      Section 5.2 Document Review . Prior to the Effective Date hereof, Seller shall have delivered to Purchaser or its authorized agents or representatives, to the extent in Seller’s possession or control, copies of the documents (collectively, the “ Documents ”) listed on Exhibit E attached hereto and incorporated herein by reference, which Documents shall include, but not be limited to, Seller’s most current rent roll (the “ Rent Roll ”), which is dated August 5, 2005 and attached hereto as Exhibit P . Seller shall also make available to Purchaser at the Real Property,

the Tenant Lease files, the Records, Plans and Guaranties and any other information in Seller’s possession or control, as may be reasonably requested by Purchaser, relating to the Property and not otherwise delivered to Purchaser pursuant to this Section 5.2 , and Purchaser shall have the right to copy the same and the same shall constitute a part of the Documents.

      Section 5.3 Entry and Inspection Obligations .

          (a) Purchaser agrees that in entering upon and inspecting or examining the Property and communicating with any Tenants, Purchaser and the other Licensee Parties will not take any action that would intentionally and knowingly: unreasonably disturb the Tenants or unreasonably interfere with their use and enjoyment of the Property pursuant to their respective Tenant Leases; unreasonably interfere with the operation and maintenance of the Property; damage any part of the Property or any personal property owned or held by Seller, any Tenant or any other person or entity; injure or otherwise cause bodily harm to Seller or any Tenant, or to any of their respective agents, guests, invitees, contractors and employees, or to any other person or entity; or permit any liens to attach to the Property by reason of the exercise of Purchaser’s rights under this Article V . Purchaser further agrees that any inspection, test or study shall be performed in accordance with Governmental Regulations. Purchaser will: (i) promptly pay when due the costs of all entry and inspections and examinations done by Purchaser with regard to the Property; and (ii) subject to Section 5.3(b) , to the extent Purchaser’s inspections or examination causes any physical damage to the Property (and not merely the discovery of unfavorable conditions) promptly repair or restore the Property to the condition in which the same was in before any such entry upon the Property and inspection or examination was undertaken.

          (b) Purchaser hereby agrees to indemnify, defend and hold Seller and its partners, agents, employees, successors, assigns and Affiliates harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees) arising out of or in connection with any personal injury or death of persons whomsoever or loss or destruction or damage to property, or any other claims of tenants or third parties (including liens) provided such claims are based on any acts or omissions on the Property by Purchaser or any Licensee Party. Notwithstanding the foregoing, Purchaser shall not be liable for any liens, claims, causes of action, damages, liabilities, demands, suits, or obligations to third parties, or losses, penalties, costs and expenses related to any of the foregoing (including but not limited to court costs and reasonable attorney’s fees) incurred by Seller and its partners, agents, employees, successors, assigns and Affiliates and arising from (i) Purchaser’s discovery of adverse facts or conditions with respect to the Property, which facts or conditions were not otherwise caused by Purchaser’s activities on the Property, or (ii) any pre-existing condition on the Property.

          (c) Notwithstanding any provision of this Agreement to the contrary, neither the Closing nor a termination of this Agreement will terminate Purchaser’s obligations pursuant to this Section 5.3 .

      Section 5.4 Due Diligence Period . If for any reason Purchaser, in its sole discretion, is not satisfied with the Property, any of the Documents or any information obtained by

Purchaser relating to the Property, then Purchaser may terminate this Agreement by delivering to Seller a written notice of termination at any time during the period from the Effective Date until 5:00 p.m., Local Time on August 9, 2005 (the “ Due Diligence Period ”), whereupon this Agreement shall terminate, the Initial Earnest Money Deposit shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations hereunder except for the Termination Surviving Obligations.

     Notwithstanding anything to the contrary contained in this Agreement, if Purchaser does not furnish a termination notice but the Additional Earnest Money Deposit is not received by the Title Company on or prior to 5:00 p.m. Local Time on the last day of the Due Diligence Period in accordance with Section 4.1(b) of this Agreement, then (i) Purchaser shall be deemed to have elected to terminate this Agreement pursuant to this Section 5.4 , this Agreement shall automatically terminate and be of no further force or effect, and neither party shall have any further obligations under this Agreement except for the Termination Surviving Obligations, and (ii) the Initial Earnest Money Deposit shall be refunded to Purchaser.

      Section 5.5 Sale “As Is" . Purchaser acknowledges that Purchaser will have the opportunity to independently and personally inspect the Property and the Documents and that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. THE PROPERTY IS TO BE SOLD TO AND ACCEPTED BY PURCHASER AT CLOSING IN ITS THEN PRESENT CONDITION, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 8.1 OF THIS AGREEMENT, THE COVENANTS OF SELLER WHICH SURVIVE CLOSING PURSUANT TO THE TERMS HEREOF, AND THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER IN ANY DOCUMENT TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING (COLLECTIVELY, THE “SELLER WARRANTIES AND COVENANTS”). NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT, EXCEPT FOR THE SELLER WARRANTIES AND COVENANTS, SELLER, SELLER’S AFFILIATES, SELLER’S AGENTS, OR EMPLOYEES HAVE NOT MADE AND ARE NOT NOW MAKING, AND THEY SPECIFICALLY DISCLAIM, ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO (1) MATTERS OF TITLE; (2) ENVIRONMENTAL MATTERS OF ANY KIND RELATING TO THE PROPERTY OR ANY PORTION THEREOF (INCLUDING THE CONDITION OF THE SOIL OR GROUNDWATER BENEATH THE PROPERTY OR THE PRESENCE OF HAZARDOUS SUBSTANCES IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY); (3) 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; OR (4) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE. PURCHASER FURTHER ACKNOWLEDGES AND

AGREES THAT, EXCEPT FOR THE SELLER WARRANTIES AND COVENANTS, SELLER IS UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURES OR INQUIRY REGARDING ANY MATTER WHICH MAY OR MAY NOT BE KNOWN TO SELLER, ITS PARTNERS, OFFICERS, DIRECTORS, CONTRACTORS, AGENTS OR EMPLOYEES. THE PROVISIONS OF THIS SECTION ARE A MATERIAL PART OF THE CONSIDERATION FOR SELLER’S ENTERING INTO THIS AGREEMENT, AND SHALL SURVIVE CLOSING. Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate. Purchaser shall conduct such inspections, investigations and other independent examinations of the Property and related matters as Purchaser deems necessary, including but not limited to the physical and environmental conditions thereof, and will rely upon same and not upon any statements of Seller (excluding the Seller Warranties and Covenants) or of any Affiliate, officer, director, employee, agent or attorney of Seller. 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 disclaimer and other agreements set forth in this Agreement. The terms and conditions of this Section 5.5 will expressly survive the Closing.

ARTICLE VI
TITLE AND SURVEY MATTERS

      Section 6.1 Title Commitment . Seller has caused the Title Company to issue and deliver to Purchaser a current title commitment (the “ Title Commitment ”) for a TLTA Form Owner’s Title Policy (the “ Title Policy ”) in the amount of the Purchase Price, together with copies of all documents referenced in the Title Commitment (the “ Title Commitment Documents ”).

      Section 6.2 Survey . Seller has previously delivered to Purchaser, at Seller’s cost and expense, a survey of the Property dated April 29, 2005 prepared by Lane’s Southwest Surveying, Inc. (the “ Existing Survey ”). Purchaser has ordered an update of the Existing Survey (the “ Survey ”) which shall be paid for by Seller. The Survey shall consist of a plat and field notes, be prepared by a licensed surveyor and conform to the Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys (as adopted in 1999), including items 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14 and 15 of Table A thereof. For purposes of the property description to be included in the Deed, the field notes prepared by the surveyor shall control any conflicts or inconsistencies with Exhibit B , and such field notes shall be incorporated herein by this reference upon their completion and approval by Seller and Purchaser.

      Section 6.3 Title Review . Prior to the expiration of the Due Diligence Period, Purchaser shall notify Seller in writing of any objections Purchaser has to any matters shown on the Title Commitment or the Survey. All objections raised by Purchaser in the manner herein provided are hereafter called “ Objections .” Seller shall have the option, but not the obligation, to remedy or remove all Objections (or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the period of time beginning at the expiration of the Due Diligence Period and ending on the second (2nd) calendar day thereafter (“ Seller’s Cure Period ”). Except to the extent that Seller cures, or agrees in writing to cure, such Objections during Seller’s Cure Period, Seller shall be deemed to have elected not to cure such matters. In

the event Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Seller’s Cure Period, then either (i) this Agreement may be terminated in its entirety by or on behalf of Purchaser by giving Seller written notice to such effect five (5) calendar days after the expiration of Seller’s Cure Period, whereupon the Title Company shall return the Earnest Money Deposit to Purchaser and thereafter all parties hereto or mentioned herein shall be released and relieved of further obligations, liabilities or claims hereunder, except for the Termination Surviving Obligations; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within five (5) calendar days after the expiration of Seller’s Cure Period. Any title encumbrances or exceptions which are set forth in the Title Commitment or the Survey and to which Purchaser does not object on or prior to the last day of the Due Diligence Period (or which are thereafter waived or deemed to be waived by Purchaser) shall be deemed to be permitted encumbrances (the “ Permitted Encumbrances ”) to the status of Seller’s title to the Property.

     Notwithstanding any provision of this Section 6.3 to the contrary, Seller will be obligated to cure exceptions to title to the Property relating to (or, as to (ii), cure or cause deletion from the Title Policy or affirmative title insurance over) (i) liens and security interests securing any loan to Seller (including, but not limited to the pay-off the loan from The Prudential Insurance Company of America, a New Jersey corporation, to Seller), (ii) any other liens or security interests created by Seller securing monetary obligations, and (iii) any title encumbrances created after the Effective Date in breach of this Agreement.

      Section 6.4 Title Policy . On the Closing Date, Seller shall cause the Title Company to issue to Purchaser the Title Policy at Seller’s cost, insuring good and indefeasible fee simple title to the Real Property in Purchaser in accordance with the Title Commitment, (1) subject only to (a) the Permitted Encumbrances, (b) rights of tenants under the Tenant Leases, and (c) the standard printed exceptions, except that the exception as to discrepancies, conflicts, shortages in area or boundary lines or any encroachments, protrusions or overlapping of improvements (the " Survey Exception ”) shall be deleted (except for “shortages in area”), the standard printed exception pertaining to taxes shall be limited to the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to change in land usage or ownership, there shall be no exception for lack of access, all arbitration provisions shall be deleted, and any exception as to restrictive covenants, if any, shall be limited to such restrictions as are Permitted Exceptions, and (2) at Purchaser’s option, with the following endorsements included (i) T-25 Contiguity Endorsement, if applicable, (ii) T-19.1 Restrictions, Encroachments and Minerals Endorsement, and (iii) T-23 Access Endorsement (the “ Final Title Policy ”).

ARTICLE VII
INTERIM OPERATING COVENANTS AND ESTOPPELS

      Section 7.1 Interim Operating Covenants . Seller covenants to Purchaser that Seller will:

          (a) Operations . From the Effective Date until Closing, continue to operate, manage and maintain the Improvements in the ordinary course of Seller’s business and in

accordance with Seller’s present practice, subject to ordinary wear and tear and further subject to Article IX of this Agreement.

          (b) Maintain Insurance . From the Effective Date until Closing, maintain all-risk casualty insurance on the Property which is at least equivalent in all material respects to the insurance policies covering the Real Property and the Improvements as of the Effective Date.

          (c) Personal Property . From the Effective Date until Closing, not transfer or remove any Personal Property from the Improvements except for the purpose of repair or replacement thereof. Any items of Personal Property replaced after the Effective Date will be promptly installed prior to Closing and will be of similar quality of the item of Personal Property being replaced.

          (d) Comply with Governmental Regulations . From the Effective Date until Closing, not take any action that Seller knows would result in a failure to comply with all Governmental Regulations applicable to the Property, it being understood and agreed that prior to Closing, Seller will have the right to contest any such Governmental Regulations.

          (e) Leases . From the Effective Date until Closing,

          (i) keep, observe and perform its obligations as landlord under the Tenant Leases, and not enter into any new lease or any amendments, expansions or renewals of Tenant Leases, nor consent to the sublease or assignment of any Tenant Lease, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld); provided, however, nothing herein shall be deemed to require Purchaser’s consent to any expansion or renewal which Landlord is required to honor pursuant to any Lease, except that Seller shall give Purchaser immediate written notice of any such expansion or renewal;

          (ii) not terminate or cause the termination of any Tenant Lease, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld if the Tenant is in default under its Tenant Lease);

          (iii) notify Purchaser of any defaults known to Seller by the landlord or the tenant under any Tenant Lease; and

          (iv) not accept any payments of Rentals more than thirty (30) days in advance.

          (f) Service Contracts . From the Effective Date until Closing, not enter into any service contract, maintenance contract, equipment leasing agreement, or other contract for the provision of labor, services, materials or supplies to the Property, that would (1) encumber the Property after Closing, (2) bind Purchaser after the Closing, or (3) be outside the ordinary course of business of Seller, except to the extent otherwise approved by Purchaser in writing.

          (g) Encumbrances . From the Effective Date until Closing, not sell, assign, or convey any right, title or interest whatsoever in or to the Property, or create or permit to exist any

lien, encumbrance, or charge thereon without promptly discharging the same by the Closing Date.

          (h) Notices . To the extent sent or received by or on behalf of Seller, from the Effective Date until Closing, promptly deliver to Purchaser copies of written default notices under Tenant Leases and Service Contracts, notices of lawsuits and notices of violations affecting the Property.

          (i) Tenant Deposits . Not apply any Tenant Deposit against Delinquent Rentals (however, Seller may so apply a Tenant Deposit so long as Purchaser receives a full credit for such Tenant Deposit at Closing, whether or not the Tenant has replenished the Tenant Deposit as of the Closing Date).

          (j) Condemnation . Promptly notify Purchaser of any condemnation, environmental, zoning or other land use regulation proceedings, any notices of violations of any Governmental Regulations and any litigation in which Seller is a party that arises out of the ownership of the Property, in each case to the extent Seller or Managing Agent obtains knowledge thereof.

          (k) Litigation . From the Effective Date until Closing, advise Purchaser promptly of any litigation, arbitration or administrative hearing before any court or Authority concerning or affecting the Property which is instituted or threatened after the Effective Date.

          (l) Documents . From the Effective Date until Closing, update all Documents delivered, or made available, to Purchaser pursuant to this Agreement from time to time, as appropriate and provide Purchaser with copies of such updates.

          (m) Taxes and Billings . Deliver to Purchaser copies of any bills for real and personal property taxes and assessments and copies of any notices pertaining to real estate taxes or valuations or other matters of material importance to the Property that are received by Seller after the Effective Date.

          (n) Property Modifications . Except as provided in Section 9.2 below, from the Effective Date until Closing, not make any material alterations to the Property, except in each case in connection with tenant improvements and/or improvements to the common areas of the Property required by the Tenant Leases.

          (o) Representations, Warranties and Covenants . Not take or omit to take any action that would have the effect of violating any of the representations, warranties, covenants, and agreements of Seller contained in this Agreement.

          (p) Listing and Other Offers . Prior to any termination of this Agreement by Purchaser, not list the Property with any broker other than the Broker or otherwise solicit, negotiate, entertain inquiries or make or accept any offers to sell the Property, engage in any discussions or negotiations with any third party with respect to the sale, financing or other disposition of the Property, or enter into any contracts or agreements (whether binding or not, including any letter of intent) regarding any disposition of all or any part of the Property or authorize the Broker or any other party to do so on its behalf.

          (q) Waterproofing Work . Seller agrees to have completed on or before the Closing, at its sole cost and expense, all work (the “ Waterproofing Work ”) outlined in that certain August 11, 2004 letter from Chamberlin Roofing and Waterproofing to Seller, a copy of which is attached hereto as Exhibit W . In the event the Waterproofing Work is not complete on or before the Closing Date, Seller agrees to have the same diligently completed, at Seller’s sole cost and expense, on or before December 31, 2005. Seller shall not allow any liens to be filed against the Property in connection with the Waterproofing Work. Upon completion of any such Waterproofing Work, Seller shall deliver to Purchaser evidence of payment and full and final waivers of all liens for, labor, services, or material related to such work. The provisions of this Section 7.1(q) shall survive the Closing.

      Section 7.2 Estoppels .

          (a) It will be a condition to Closing that Seller obtain and deliver to Purchaser at least three (3) Business Days prior to the Closing Date, from the major tenants listed on Exhibit D-1 (“ Major Tenants ”) and other Tenants leasing space which when added to the Major Tenants aggregates at least eighty percent (80%) of the leased space at the Improvements, executed estoppel certificates (“ Tenant Estoppel Certificates " ) , with no material modifications from the estoppel certificate form attached hereto as Exhibit D-2 ; provided, however, (1) the Tenant Estoppel Certificate for the Centex Service Company Lease (the “ Centex Service Company Estoppel Certificate ”) will be in the form attached hereto as Exhibit S with no material modifications thereto, and (2) with respect to the Tenant Estoppel Certificates other than the Centex Service Company Estoppel Certificate, Purchaser will not unreasonably withhold approval of any estoppel certificate as modified by a Tenant and delivered by Seller to Purchaser, provided that the information included in such estoppel is not inconsistent with (x) the factual information disclosed to Purchaser in writing on or before June 13, 2005, (y) the representations, warranties and covenants of Seller contained in this Agreement, and (z) the information included in the estoppel form completed for such Tenant pursuant to the below provisions of this Section 7.2(a) . In addition, notwithstanding the eighty percent (80%) requirement set forth above, it will be a condition to Closing that Seller obtain and deliver to Purchaser Tenant Estoppel Certificates for all Tenant Leases under which Seller or an Affiliate of Seller is the tenant thereunder (including, but not limited to, the Centex Service Company Estoppel Certificate) (collectively, the “ Centex Estoppel Certificates ”). On or before August 12, 2005, Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit D-2 and containing the information contemplated thereby, for all Tenants (other than Centex Service Company). Within two (2) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller, or (ii) setting forth in detail all changes to such forms which Purchaser believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. In the event Seller objects to Purchaser’s changes to the form of the estoppel certificate, Seller and Purchaser hereby agree to reasonably cooperate with each other to timely develop an acceptable estoppel certificate.

          (b) Exclusive of the Centex Estoppel Certificates, in the event Seller fails, for any reason, to deliver to Purchaser the required number of acceptable Tenant Estoppel Certificates in accordance with the provisions of Section 7.2 at least three (3) Business Days prior to the Closing Date, then Seller will not be deemed in default hereunder, and Purchaser’s sole remedy, except as provided in the immediately following sentence, will be to terminate this

Agreement whereupon the Title Company will return the Earnest Money Deposit to Purchaser, and both parties will be relieved of any further obligations hereunder, except for the Termination Surviving Obligations. Notwithstanding anything herein to the contrary, in the event Seller fails to deliver to Purchaser the Centex Estoppel Certificates as required by Section 7.2(a) above, Seller shall be in default of this Agreement and Purchaser shall have the rights and remedies provided under Section 13.1 below for such Seller default.

      Section 7.3 Lease Amendments . At Closing, Seller shall deliver to Purchaser (a) the Centex Service Company Lease Amendment in the form attached hereto as Exhibit J executed by Centex Service Company, and (b) the Centex Construction Group Lease Amendment in the form attached hereto as Exhibit Z executed by Centex Construction Group. In the event Seller fails to deliver the fully executed Centex Service Company Lease Amendment or fully executed Centex Construction Group Lease Amendment to Purchaser at Closing, Seller shall be in default of this Agreement and Purchaser shall have the rights and remedies provided under Section 13.1 below for such Seller default.

      Section 7.4 Lease Guaranties . At Closing, Seller shall deliver to Purchaser (a) a Lease Guaranty in the form attached hereto as Exhibit X pursuant to which Centex Corporation shall guarantee the obligations of Centex Service Company under the Centex Service Company Lease (“ Centex Service Company Lease Guaranty ”), and (b) a Lease Guaranty in the form attached hereto as Exhibit Y pursuant to which Centex Corporation shall guarantee the obligations of Centex Construction Group under that certain Lease Agreement dated June 5, 2003 by and between Seller and Centex Construction Group (“ Centex Construction Group Lease Guaranty ”).

      Section 7.5 Audit Cooperation . Within five (5) days after the Effective Date, 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 (or Hines or an Affiliate of Hines) to allow 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 most recent fiscal year prior to the date of Closing. Notwithstanding the foregoing, such factual information shall include weighted average occupancy and occupancy at the end of each year for the five (5) calendar years prior to the year in which the Closing occurs and the average effective rent per square foot for the five (5) calendar years prior to the year in which the Closing occurs. 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 to Purchaser’s auditor a letter of representation substantially in the form attached hereto as Exhibit Q (the “ Representation Letter ”), and, 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 Date. Without limiting the foregoing, (i) 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 from documentation in Seller’s possession or control in order to complete such audit, and (ii) 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 cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information.

ARTICLE VIII
REPRESENTATIONS AND WARRANTIES

      Section 8.1 Seller’s Representations and Warranties . The following constitute the sole representations and warranties of Seller. Subject to the limitations set forth in Article XVI of this Agreement, Seller represents and warrants to Purchaser the following:

          (a) Representations Regarding Authority.

          (i) Status . Seller is a limited partnership duly organized and validly existing under the laws of the State of Delaware.

          (ii) Authority . The execution and delivery of this Agreement and the performance of Seller’s obligations hereunder have been duly authorized by all necessary action on the part of Seller, and this Agreement constitutes the legal, valid and binding obligation of Seller, subject to equitable principles and principles governing creditors’ rights generally. The individuals executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right, and actual authority to bind Seller to the terms and conditions hereof and thereof.

          (iii) Non-Contravention . The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not violate any judgment, order, injunction, decree, regulation or ruling of any court or Authority or conflict with, result in a breach of, or constitute a default under the organizational documents of Seller, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any lease or other material agreement or instrument to which Seller is a party or by which it is bound.

          (iv) Non-Foreign Entity . Seller is not a “foreign person” or “foreign corporation” as those terms are defined in the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder

          (b) Representations Pertaining to the Property.

          (i) Suits and Proceedings . As of the Effective Date, except as listed in Exhibit F , there are no legal actions, suits or similar proceedings pending and served or, to Seller’s Knowledge, threatened against Seller or the Property.

          (ii) No Violations . Seller has not received prior to the Effective Date any notification, written or otherwise, from any Authority (i) that the Property is in violation of any Governmental Regulation which remains uncured, or (ii) that any work is required to be done upon or in connection with the Property where such work remains

outstanding and, if unaddressed would have a material adverse affect on the use of the Property as currently owned and operated.

          (iii) Defects . At Closing, Seller shall assign to Purchaser any assignable warranties relating to the Property.

          (iv) Insurance . Seller has not received any written notice from any insurance company or board of fire underwriters of any defects or inadequacies in or on the Property or any part or component thereof which remain uncured and that would materially and adversely affect the insurability of the Property or cause any increase in the premiums for insurance for the Property.

          (v) Environmental . Except for small quantities relating to the operation of the Improvements that have been kept and used in accordance with Environmental Requirements, there has been no production, disposal or storage on or from the Property of any Hazardous Substances by Seller or, to Seller’s Knowledge, by any Tenant or any prior owner of the Real Property or Improvements. To Seller’s Knowledge, there has been no underground storage tanks installed on or under the Real Property nor has the Real Property been used as a hazardous waste dump. Seller has received no notice of any proceeding or inquiry by any Authority relating to any such activity nor has Seller received any notice of any violation of any Environmental Requirement or order applicable to Hazardous Substances or any information which would constitute or lead to a violation thereof.

          (vi) Licenses and Permits . Except as listed on Exhibit U , Seller (i) has obtained all certificates of occupancy, licenses, and permits required for operating the Property and all of such certificates of occupancy, licenses, and permits are in full force and effect, (ii) has not taken (or failed to take) any action that would result in the revocation of such certificates of occupancy, licenses, or permits, and (iii) has not received any written notice of violation of any Governmental Requirement from any Authority, or written notice of an intention by the foregoing to revoke any certificate of occupancy, license, or permit issued by it in connection with the use of the Property.

          (vii) Access . The Property has direct access to all streets and roadways abutting the Property. To Seller’s Knowledge, no fact or condition exists which would result in the termination of such ingress and egress.

          (viii) Condemnation . To Seller’s Knowledge, no condemnation proceeding has been commenced against the Property, and no governmental entity has delivered written notice to Seller threatening such condemnation proceeding.

          (ix) Employees . Purchaser will have no liability for any of Seller’s employees with respect to the Property after the Closing.

          (x) Financial Statements . The financial statements identified on Exhibit T which were delivered to Purchaser by or on behalf of Seller as a part of the Documents are complete and accurate in all material respects as of the date thereof, and

were prepared in accordance with sound accounting practices consistently applied and in the ordinary course of business.

          (xi) Documents . Seller knows of no relevant information missing from, or any untruth, mistake or inaccuracy in, the Documents provided to Purchaser.

          (xii) Title . Seller owns fee simple title to the Property. Except for Purchaser, no person has any legally enforceable right or option to purchase the Property or any part thereof.

          (xiii) No Damage . To Seller’s knowledge, during Seller’s ownership of the Property, there has never been any material damage by fire or other casualty to the Property.

          (c) Representations Pertaining to Tenant Leases, Rent Roll and Service Contracts.

          (i) List of Tenants . The list of Tenants, as set forth on Exhibit G attached hereto, constitutes all of the Tenants with whom Seller or its predecessors in title have entered into a lease agreement (written or otherwise) for the lease of space in the Property and which currently are in force and effect. No person has the right to occupy or possess any portion of the Real Property or Improvements except under or pursuant to a Tenant Lease.

          (ii) Tenant Leases Delivered to Purchaser . All Tenant Leases (including, without limitation, the new Tenant Leases entered into by Seller after the Effective Date pursuant to Section 7.1(e) ) delivered by Seller to Purchaser hereunder will be true, complete and correct in all material respects on the date of delivery and at Closing as they may be modified or supplemented in accordance with this Agreement.

          (iii) Defaults Under Tenant Leases . Except as disclosed in the Rent Roll, there are no uncured defaults on the part of Seller, as landlord, and, to Seller’s Knowledge, by a Tenant under the Tenant Leases relating to the Property and no Tenant has asserted offsets or claims against Rentals payable or obligations under the Tenant Leases. All of the landlord’s obligations under the Tenant Leases which accrued prior to the date of this Agreement and which will have accrued prior to Closing will have been performed.

          (iv) Bankruptcy . Except as disclosed in the Rent Roll, to Seller’s Knowledge, no Tenant or any guarantor of any Tenant Lease has filed for bankruptcy, voluntarily or involuntarily, or been adjudicated bankrupt or admitted in writing its inability to pay its debts as they become due.

          (v) Representations to Tenants . Seller has made no representations to Tenants regarding the condition of the premises covered by any Tenant Lease or the

compliance of the premises with any applicable Governmental Regulations, except as expressly set forth in the Tenant Leases.

          (vi) Rentals . Except as disclosed in the Rent Roll, no Rentals have been prepaid under the Tenant Leases more than one month in advance, except as expressly set forth therein.

          (vii) Rent Roll . To Seller’s Knowledge, the Rent Roll dated August 5, 2005 and attached hereto as Exhibit P (as updated prior to the Closing as provided in Section 10.3(h) ) fairly presents the information set forth therein and is accurate, true, complete and correct in all material respects and that, as updated prior to the Closing as provided in Section 10.3(h) below, will be accurate, true, complete and correct in all material respects on the date of delivery of such update.

          (viii) Service Contracts . To Seller’s Knowledge, as of the Effective Date, there exists no default under any Service Contract.

      Section 8.2 Purchaser’s Representations and Warranties . Purchaser represents and warrants to Seller the following:

          (a) Status . Purchaser is a limited partnership duly organized and validly existing under the laws of the State of Delaware.

          (b) Authority . The execution and delivery of this Agreement has been duly authorized by all necessary action on the part of Purchaser and this Agreement constitutes the legal, valid and binding obligation of Purchaser, subject to equitable principles and principles governing creditors’ rights generally.

          (c) Non-Contravention . The execution and delivery of this Agreement by Purchaser will not violate any judgment, order, injunction, decree, regulation or ruling of any court or Authority or conflict with, result in a breach of, or constitute a default under the organizational documents of Purchaser, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any lease or other material agreement or instrument to which Purchaser is a party or by which it is bound.

      Section 8.3 Purchaser’s Obligation to Notify Seller. Prior to Closing, should Purchaser discover, or have reason to believe, that any representation or warranty made by Seller is incorrect or misleading in any respect, Purchaser shall promptly notify Seller in writing of such discovery, or belief, and the nature of such incorrect or misleading representation or warranty and shall provide Seller a reasonable opportunity to cure or correct the circumstances making such representation or warranty incorrect or misleading, such that the original representation or warranty when originally made will be true and correct.

ARTICLE IX
CONDEMNATION AND CASUALTY

      Section 9.1 Significant Casualty . If, prior to the earlier of (i) Purchaser’s termination of this Agreement pursuant to a right to do so, or (ii) the Closing Date, all or a Significant Portion of the Real Property and Improvements is destroyed or damaged by fire or other casualty, Seller will promptly notify Purchaser of such casualty. Purchaser will have the option to terminate this Agreement upon written notice to Seller given not later than twenty (20) days after receipt of Seller’s written notice (and the Closing will be postponed if necessary to afford Purchaser the full twenty (20) days to elect such option). If this Agreement is terminated, the Earnest Money Deposit will be returned to Purchaser and thereafter neither Seller nor Purchaser will have any further rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. If Purchaser does not elect to terminate this Agreement, Seller will not be obligated to repair such damage or destruction but (a) Seller will assign and turn over to Purchaser all of the insurance proceeds (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty, and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive a credit for any insurance deductible amount.

      Section 9.2 Casualty of Less Than a Significant Portion . If less than a Significant Portion of the Property is damaged as aforesaid, Seller shall promptly notify Purchaser of such casualty; however, Purchaser shall not have the right to terminate this Agreement and Seller shall either (a) promptly commence and complete with diligence the repair of such damage or destruction; provided, however, if a postponement of the Closing Date is reasonably necessary for Seller to complete the repair of such damage or destruction, Seller shall promptly notify Purchaser in writing (the “ Casualty Notice ”) and the Closing Date shall be postponed for a period not to exceed thirty (30) days as requested by Seller in such Casualty Notice, or (b) not make such repairs but Purchaser shall receive a credit for the cost of such repairs at Closing, as such cost is estimated by a contractor (which contractor shall not be an Affiliate of Seller) selected by Purchaser and Seller each acting in good faith.

      Section 9.3 Condemnation of Property . In the event of condemnation or sale in lieu of condemnation of all or any portion of the Property prior to the Closing, Seller shall promptly notify Purchaser of the same and Purchaser will have the option, by providing Seller written notice within twenty (20) days after receipt of Seller’s written notice of such condemnation or sale, of terminating Purchaser’s obligations under this Agreement or electing to have this Agreement remain in full force and effect (and the Closing will be postponed if necessary to afford Purchaser the full twenty (20) days to elect such option). In the event Purchaser does not terminate this Agreement pursuant to the preceding sentence, Seller will pay and assign to Purchaser any and all proceeds of such condemnation or sale to the extent the same are applicable to the Property, and Purchaser will take title to the Property with the assignment of such proceeds and subject to such condemnation and without reduction of the Purchase Price. In the event Purchaser does not terminate this Agreement, Seller shall not settle or compromise any condemnation or sale in lieu thereof without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Should Purchaser elect to terminate Purchaser’s obligations under this Agreement under the provisions of this Section 9.3 , the Earnest Money Deposit will be returned to Purchaser and neither Seller nor Purchaser will

have any further obligation under this Agreement except for the Termination Surviving Obligations.

      Section 9.4 Uniform Vendor and Purchaser Risk Act Not Applicable . It is the express intent of the parties hereto that the provisions of Section 9.1 , 9.2 , and 9.3 shall govern the rights of the parties in the event of damage to or condemnation of the Property and that the Uniform Vendor and Purchaser Risk Act shall not apply to this Agreement.

ARTICLE X
CLOSING

      Section 10.1 Closing . The Closing of the sale of the Property by Seller to Purchaser will occur on the Closing Date through the escrow established with the Title Company; provided, however, Purchaser shall have the right, in its sole and absolute discretion, to extend the Closing Date for fifteen (15) Business Days by (a) delivery of written notice of such extension to Seller no later than 5:00 p.m. Local Time on the Closing Extension Notice Date; and (b) Purchaser’s deposit of an additional Five Hundred Thousand and No/100 Dollars ($500,000.00) as earnest money (the “ Closing Extension Deposit ”) with the Title Company, on or before the Closing Extension Notice Date. If Purchaser has elected to extend the Closing Date and thereafter desires to close on an earlier date, Purchaser may elect to do so by delivery of written notice to Seller at least five (5) Business Days prior to the proposed Closing Date. If delivered, the Closing Extension Deposit shall be treated as part of the Earnest Money Deposit for all purposes. At Closing, the events set forth in this Article X will occur, it being understood that the performance or tender of performance of all matters set forth in this Article X are mutually concurrent conditions which may be waived by the party for whose benefit they are intended.

      Section 10.2 Purchaser’s Closing Obligations . At Closing Purchaser will deliver to the Title Company the Purchase Price in accordance with the requirements of Section 3.3 . At least one (1) Business Day prior to the Closing Date, Purchaser, at its sole cost and expense, will deliver the following items in escrow with the Title Company pursuant to Section 4.3 , for delivery to Seller at Closing as provided herein:

          (a) A counterpart of the Blanket Conveyance, Bill of Sale, and Assignment and Assumption substantially in the form attached hereto as Exhibit I (the “ Blanket Conveyance ”) duly executed by Purchaser;

          (b) The Tenant Notice Letters, duly executed by Purchaser;

          (c) At least three (3) counterparts of the Closing Statement provided for in Section 10.4(a) showing all adjustments in respect of the Purchase Price to be made at the Closing executed by Purchaser;

          (d) Evidence reasonably satisfactory to Seller and the Title Company evidencing Purchaser’s existence and authority to comply with the terms and conditions contained in this Agreement, together with evidence that the person executing the Closing documents on behalf of Purchaser has full right, power, and authority to do so;

          (e) The Centex Service Company Lease Amendment in the form attached hereto as Exhibit J duly executed by Purchaser, as landlord;

          (f) The Centex Construction Group Lease Amendment in the form attached hereto as Exhibit Z duly executed by Purchaser, as landlord; and

          (g) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.

      Section 10.3 Seller’s Closing Obligations . Seller, at its sole cost and expense, will deliver (i) the following items: (a), (b), (c), (d), (e), (f), (h), (k), (l), (m), (n), (o), (p), (q) and (r) in escrow with the Title Company pursuant to Section 4.3 , and (ii) the following items: (g), (i) and (j) to Purchaser at the Property:

          (a) A special warranty deed (the “ Deed ”) in the form attached hereto as Exhibit V duly executed and acknowledged by Seller conveying to Purchaser title to the Real Property and the Improvements subject only to the Permitted Encumbrances, which Deed shall be delivered to Purchaser by the Title Company causing same to be recorded in the Official Records;

          (b) The Blanket Conveyance duly executed by Seller;

          (c) The Tenant Notice Letters, duly executed by Seller;

          (d) Evidence reasonably satisfactory to Title Company and Purchaser evidencing Seller’s existence and authority to comply with the terms and conditions contained in this Agreement, together with evidence that the person executing the Closing Documents on behalf of Seller has full right, power and authority to do so;

          (e) A certificate in the form attached hereto as Exhibit L (“ Certificate as to Foreign Status ”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended;

          (f) The Tenant Deposits, at Seller’s option, either (i) in the form of a cashier’s check issued by a bank reasonably acceptable to Purchaser, or (ii) as part of an adjustment to the Purchase Price. In the event the Tenant Deposits are in the form of a letter of credit, then Seller shall deliver at Closing the original letter(s) of credit, together with documentation sufficient to cause the letter(s) of credit to be assigned to Purchaser, together with the payment of any costs in connection therewith;

          (g) The Personal Property;

          (h) The Rent Roll (which shall show the Delinquent Rentals), updated to show any changes as of one (1) Business Day prior to the Closing Date (which shall be deemed a part of the Documents for purposes of this Agreement), and a certificate of Seller, in the form attached hereto as Exhibit O , certifying that such Rent Roll (as updated) is true and correct as of the Closing Date;

          (i) The originals (or, if not in the possession of Seller or its Managing Agent, copies) of all Tenant Leases, the Licenses and Permits and the Service Contracts;

          (j) All keys to the Improvements which are in the possession of Seller;

          (k) At least three (3) counterparts of the Closing Statement provided for in Section 10.04(a) showing all adjustments in respect of the Purchase Price to be made at closing duly executed by Seller;

          (l) A certificate executed by Seller in the form attached hereto as Exhibit K ;

          (m) The Centex Service Company Lease Amendment in the form attached hereto as Exhibit J duly executed by Centex Services Company, as tenant;

          (n) The Centex Construction Group Lease Amendment in the form attached hereto as Exhibit Z duly executed by Centex Construction Group, as tenant;

          (o) If not previously delivered, the original executed Centex Service Company Estoppel Certificate in the form attached hereto as Exhibit S duly executed by Centex Service Company;

          (p) The Contract Guaranty duly executed by Centex Corporation;

          (q) The Centex Service Company Lease Guaranty and the Centex Construction Group Lease Guaranty each duly executed by Centex Corporation; and

          (r) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.

      Section 10.4 Prorations .

          (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. Local Time on the day immediately preceding the Closing Date (the “ Closing Time ”), the following (collectively, the “ Proration Items ”): real estate and personal property taxes and assessments, utility bills (except as hereinafter provided), collected Rentals and operating expenses payable by the owner of the Property (subject to the terms of (c) below). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) at least three (3) Business Days prior to the Closing Date (the “ Closing Statement ”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing.

If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; and after actual figures are received, re-prorations will be determined by Seller and Purchaser on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. The final reconciliation of Proration Items shall be made by Purchaser and Seller within fifteen (15) days after the first anniversary of the Closing Date and any sums due to Seller or Purchaser shall be paid within thirty (30) days after such final reconciliation. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final billings for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers.

          (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to or collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and attributable to any period following the Closing Time. “ Rentals ” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s pro rata share of operating costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by tenants under the Tenant Leases or from other occupants or users of the Property. Rentals are “ Delinquent ” when they were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to conduct lock-outs or file a lawsuit to enforce collection of any such amounts owed to Seller by Tenants of the Property. All sums collected by Purchaser from and after Closing from each Tenant (excluding tenant specific billings for tenant work orders and other specific services as described in and governed by Section 10.4(d) below) will be applied first to current amounts owed by such Tenant to Purchaser, then to prior delinquencies owed by such Tenant to Purchaser, and then to prior delinquencies owed by such Tenant to Seller. Any such sums due to Seller will be remitted, within thirty (30) days after Purchaser’s receipt of such funds, to Seller net of Purchaser’s reasonable costs of collection. Notwithstanding the foregoing, however, after the Closing Date Seller may collect Delinquent Rentals, amounts owed for Operating Expenses and billings for tenant work orders directly from Tenants, provided, however, (1) in no event will Seller have the right to threaten or institute any legal proceeding to collect such Delinquent Rentals, or threaten the termination of or terminate any Tenant Lease, (2) Purchaser shall have no obligation to collect any Delinquent Rentals after Seller begins collection efforts with respect to such Delinquent Rentals, and (3) Seller shall promptly notify Purchaser of the commencement of any collection efforts taken by Seller and the actions taken with respect thereto.

          (c) Seller will prepare a reconciliation as of the Closing Time of the amounts of all billings and charges to Tenants for operating expenses and tax escalations (collectively,

" Operating Expenses ”). If more amounts have been incurred for Operating Expenses than have been collected from Tenants for Operating Expenses, Purchaser will pay such difference to Seller at such time as Purchaser has recovered such amounts from the Tenants. If more amounts have been collected from Tenants for Operating Expenses than have been incurred for Operating Expenses, Seller will pay to Purchaser at Closing as a credit against the Purchase Price such excess collected amount. Purchaser and Seller agree that such proration of Operating Expenses at Closing will fully relieve Seller from any responsibility to Tenants or Purchaser for such matters subject to Seller’s and Purchaser’s right and obligation to finalize prorations as set forth in Section 10.4(a) above. In this regard, Purchaser will be solely responsible, from and after Closing, for (i) collecting from Tenants the amount of any outstanding Operating Expenses for periods before and after Closing, and (ii) where appropriate, reimbursing Tenants for amounts attributable to Operating Expenses, as may be necessary based on annual reconciliations for Operating Expenses.

          (d) With respect to specific outstanding tenant billings for work orders, special items performed or provided at the request of a given Tenant or other specific services as set forth on Exhibit H attached hereto, which are collected by Purchaser after the Closing Time but relate to the foregoing specific services rendered by Seller prior to the Closing Time and which are identified on the Tenant’s payment as relating to such specific services, Purchaser shall cause such collected amounts, less Purchaser’s costs of collection, to be paid to Seller.

          (e) Leasing Costs shall be apportioned between Seller and Purchaser as provided in Section 3.2 .

          (f) The provisions of this Section 10.4 will survive the Closing for fourteen (14) months (except (e) which is governed by Section 3.2 ).

      Section 10.5 Delivery of Real Property . Upon completion of the Closing, Seller will deliver to Purchaser possession of the Real Property and Improvements, subject only to the Tenant Leases and the Permitted Encumbrances.

      Section 10.6 Costs of Title Company and Closing Costs . Costs of the Title Company and other Closing costs incurred in connection with the Closing will be allocated as follows:

          (a) Purchaser will pay (i) all premiums charged by the Title Company for endorsements and for the deletion of the Survey Exception, if requested by Purchaser, (ii) all premiums and other costs for any mortgagee policy of title insurance, including but not limited to any endorsements for any mortgagee policy of title insurance; (iii) Purchaser’s attorneys’ fees; (iv) one-half (1/2) of any and all transfer and deed recordation taxes relating to the conveyance of the Property from Seller to Purchaser; and (v) one-half (1/2) of all of the Title Company’s escrow and closing fees, if any;

          (b) Seller will pay (i) the premium for the Title Policy, but specifically excluding any premium charged by the Title Company for endorsements and the deletion of the Survey Exception, as requested by Purchaser; (ii) the cost of the Survey; (iii) one-half (1/2) of any and all transfer and deed recordation taxes relating to the conveyance of the Property from Seller to Purchaser; (iv) one-half (1/2) of all of the Title Company’s escrow and closing fees, if

any; (v) any fees required to record a satisfaction, discharge or release of any lien or other encumbrances Seller is required to discharge hereunder; (vi) any costs and expenses in connection with the transfer of any Tenant Deposits held in the form of a letter of credit; and (vii) Seller’s attorneys’ fees; and

          (c) Any other costs and expenses of Closing not provided for in this Section 10.6 shall be allocated between Purchaser and Seller in accordance with the custom in the county in which the Real Property is located.

      Section 10.7 Post-Closing Delivery of Tenant Notice Letters . Immediately following Closing, Purchaser will deliver to each Tenant (via messenger or certified mail, return receipt requested) a written notice executed by Purchaser and Seller in the form of Exhibit M (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and is responsible for the Tenant Deposits (specifying the exact amount of the Tenant Deposits) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “ Tenant Notice Letters ”). Purchaser shall provide to Seller a copy of each Tenant Notice Letter promptly after delivery of same, and proof of delivery of same promptly after such proof is available. This Section 10.7 shall survive Closing.

ARTICLE XI
BROKERAGE

      Section 11.1 Brokers . Seller agrees to pay to CB Richard Ellis, Inc. (“ Broker ”) a real estate commission with respect to the purchase and sale of the Property pursuant to a separate agreement. Other than as stated in the first sentence of this Section 11.1 , Purchaser and Seller represent to the other that no real estate brokers, agents or finders’ fees or commissions are due or will be due or arise in conjunction with the execution of this Agreement or consummation of this transaction by reason of the acts of such party, and each of Purchaser and Seller will indemnify, defend and hold the other party harmless from any brokerage or finder’s fee or commission claimed by any person on account of this Agreement or the transactions contemplated hereby who is claiming by, through or under the indemnifying party. The provisions of this Article XI will survive any Closing or termination of this Agreement.

ARTICLE XII
POST-CLOSING ESCROW / PARENT GUARANTY

      Section 12.1 Guaranty . Seller shall cause Centex Corporation to provide at Closing the Guaranty pursuant to which the Centex Corporation guarantees the obligations of Seller under Sections 3.2, 7.1(q), 7.5, 8.1 (subject to Section 16.1 ), 10.4 (subject to the limitations therein), 10.6, 11.1, 13.1 ( subject to the limitations in Section 13.3 ), and 17.2 .

ARTICLE XIII
REMEDIES

      Section 13.1 Default by Seller . If Seller breaches this Agreement, Purchaser may, as Purchaser’s sole and exclusive remedy, elect either of the following: (a) terminate this Agreement, in which event Purchaser will receive from the Title Company the Earnest Money Deposit and be entitled to recover from Seller the amount of Purchaser’s out of pocket third party

costs incurred in connection with this Agreement up to a maximum of One Hundred Thousand and No/100 Dollars ($100,000.00), whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations; or (b) seek to enforce specific performance of the Agreement. Notwithstanding the foregoing, except as provided in Section 13.3 below, nothing contained in this Article XIII will limit Purchaser’s remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the Closing Surviving Obligations or the Termination Surviving Obligations.

      Section 13.2 Default by Purchaser . If Seller has complied with all of its covenants and conditions contained herein in all material respects and is ready, willing and able to close in accordance with this Agreement and Purchaser fails to consummate this Agreement and take title by reason of a default on Purchaser’s part, Purchaser and Seller agree and stipulate that (i) the harm caused by the default of Purchaser is incapable or difficult of estimation, (ii) an amount equal to the Earnest Money Deposit is a reasonable forecast of just compensation to Seller for a default of Purchaser and is not a penalty, and (iii) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of the Property, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. Notwithstanding the foregoing, except as provided in Section 13.3 below, nothing contained in this Article XIII will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations.

      Section 13.3 Consequential and Punitive Damages . Each of Seller and Purchaser waive any right to sue the other for any consequential or punitive damages for matters arising under this Agreement.

      Section 13.4 Survival . This Article XIII shall survive termination of this Agreement.

ARTICLE XIV
NOTICES

      Section 14.1 Notices . All notices or other communications required or permitted hereunder will be in writing, and will be given by (a) personal delivery, (b) professional expedited delivery service with proof of delivery, (c) United States mail, postage prepaid, registered or certified mail, return receipt requested, or (d) facsimile (providing that such facsimile is confirmed by the sender by personal delivery or expedited delivery service in the manner previously described within one Business Day after the fax is sent), sent to the intended addressee at the address set forth below, or to such other address or to the attention of such other person as the addressee will have designated by written notice sent in accordance herewith and will be deemed to have been given either at the time of personal delivery, or, in the case of expedited delivery service or mail, as of the date of first attempted delivery at the address or in the manner provided herein, or, in the case of facsimile transmission, upon receipt; provided, however, if the day that notice is deemed given is not a Business Day, then such notice shall be deemed given on the next Business Day. Unless changed in accordance with the preceding sentence, the addresses for notices given pursuant to this Agreement will be as follows:

ARTICLE XV
ASSIGNMENT AND BINDING EFFECT

      Section 15.1 Assignment; Binding Effect . Purchaser shall have the right to assign this Agreement to an Affiliate of Purchaser, provided Purchaser and such assignee shall execute an Assignment of Agreement of Sale and Purchase in the form of Exhibit N attached hereto and incorporated herein and Purchaser shall remain liable for all obligations of Purchaser hereunder. Except as provided for in the immediately preced