COUSINS PROPERTIES INC
EX-10.2 PURCHASE AND SALES AGREEMENT/MYERS II
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>g91672exv10w2.txt
<DESCRIPTION>EX-10.2 PURCHASE AND SALES AGREEMENT/MYERS II
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                           PURCHASE AND SALE AGREEMENT

                                     BETWEEN

                              COUSINS/MYERS II, LLC

                                       AND

                   HINES-SUMISEI US CORE OFFICE PROPERTIES, LP

                         KPMG BUILDING/55 SECOND STREET

                            SAN FRANCISCO, CALIFORNIA

                                 AUGUST 20, 2004

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                         <C>
ARTICLE 1. DEFINITIONS..................................................................................     1

ARTICLE 2. PURCHASE AND SALE............................................................................     7
         2.1.     Agreement to Sell and Purchase........................................................     7
         2.2.     Permitted Exceptions..................................................................     8
         2.3.     Earnest Money.........................................................................     8
         2.4.     Purchase Price........................................................................     8
         2.5.     Independent Contract Consideration....................................................     9
         2.6.     Closing...............................................................................     9

ARTICLE 3. PURCHASER'S INSPECTION AND REVIEW RIGHTS.....................................................     9
         3.1.     Due Diligence Inspections.............................................................     9
         3.2.     Seller's Deliveries to Purchaser; Purchaser's Access to Seller's Property Records.....    11
         3.3.     Condition of the Property.............................................................    13
         3.4.     Title and Survey......................................................................    15
         3.5.     Service Contracts.....................................................................    15
         3.6.     Termination of Agreement..............................................................    16
         3.7.     Confidentiality.......................................................................    16
         3.8.     Tenant Contact........................................................................    17

ARTICLE 4. REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS.............................................    17
         4.1.     Representations and Warranties of Seller..............................................    17
         4.2.     Knowledge Defined.....................................................................    21
         4.3.     Covenants and Agreements of Seller....................................................    21

ARTICLE 5. CLOSING DELIVERIES, CLOSING COSTS AND PRORATIONS.............................................    24
         5.1.     Seller's Closing Deliveries...........................................................    24
         5.2.     Purchaser's Closing Deliveries........................................................    26
         5.3.     Closing Costs.........................................................................    27
         5.4.     Prorations and Credits................................................................    27

ARTICLE 6. CONDITIONS TO CLOSING........................................................................    32
         6.1.     Conditions Precedent to Purchaser's Obligations.......................................    32
         6.2.     Conditions Precedent to Seller's Obligations..........................................    34
</TABLE>

55 Second Street, San Francisco, California
Purchase and Sale Agreement

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<TABLE>
<S>                                                                                                         <C>
ARTICLE  7. CASUALTY AND CONDEMNATION...................................................................    34
         7.1.     Casualty..............................................................................    34
         7.2.     Condemnation..........................................................................    36
         7.3.     Survival..............................................................................    36

ARTICLE  8. DEFAULT AND REMEDIES........................................................................    36
         8.1.     Purchaser's Default...................................................................    36

ARTICLE 9. ASSIGNMENT...................................................................................    37
         9.1.     Assignment............................................................................    37

ARTICLE 10.  BROKERAGE COMMISSIONS......................................................................    38
         10.1.    Broker................................................................................    38

ARTICLE 11. INDEMNIFICATION.............................................................................    39
         11.1.    Indemnification by Seller.............................................................    39
         11.2.    Indemnification by Purchaser..........................................................    39
         11.3.    Limitations on Indemnification........................................................    39
         11.4.    Survival..............................................................................    40
         11.5.    Indemnification as Sole Remedy........................................................    40
         11.6.    Parent Guaranty.......................................................................    40

ARTICLE 12. MISCELLANEOUS...............................................................................    40
         12.1.    Notices...............................................................................    40
         12.2.    Possession............................................................................    42
         12.3.    Time Periods..........................................................................    42
         12.4.    Publicity.............................................................................    42
         12.5.    Intentionally Deleted.................................................................    42
         12.6.    Severability..........................................................................    42
         12.7.    Construction..........................................................................    42
         12.8.    Sale Notification Letters.............................................................    42
         12.9.    Access to Records Following Closing...................................................    42
         12.10.   Cooperation with Purchaser's Auditors and SEC Filing Requirements.....................    43
         12.11.   Submission to Jurisdiction............................................................    43
         12.12.   General Provisions....................................................................    43
         12.13.   Attorney's Fees.......................................................................    44
         12.14.   Counterparts..........................................................................    44
         12.15.   Effective Agreement...................................................................    44
         12.16.   Other Agreement.......................................................................    44
</TABLE>

55 Second Street, San Francisco, California
Purchase and Sale Agreement

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                              SCHEDULE OF EXHIBITS

<TABLE>
<CAPTION>
                                                                                 Reference
                                                                           ---------------------
<S>                                                                        <C>
Exhibit "A"    Description of Land                                         p. 4

Exhibit "B"    List of Personal Property                                   p. 5

Exhibit "B-1"  Personal Property Exclusions                                p. 5

Exhibit "C"    List of Existing Commission Agreements                      pp. 2 & Section 4.1(g)

Exhibit "D"    Form of Escrow Agreement                                    p. 3

Exhibit "E"    List of Existing Environmental Reports                      p. 3

Exhibit "F"    List of Leases                                              p. 4

Exhibit "G"    Title Exceptions                                            p. 5

Exhibit "H"    Exception Schedule                                          Section 4.1

Exhibit "I"    List of Service Contracts                                   p. 6

Exhibit "J"    Form of Tenant Estoppel Certificate                         p. 6, Section 4.3(e) &
                                                                           Section 6.1(d)

Exhibit "K"    Property Tax Appeals                                        Section 4.1(i)

Exhibit "L"    Unpaid Tenant Inducement Costs and Leasing Commissions      Section 5.4(e)

Exhibit "M"    List of Letters of Credit
</TABLE>

55 Second Street, San Francisco, California
Purchase and Sale Agreement

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                          SCHEDULE OF CLOSING DOCUMENTS

Schedule 1     Form of Grant Deed

Schedule 2     Form of Assignment and Assumption of Leases and Security Deposits
               and Leasing Commission Obligations arising after Closing

Schedule 3     Form of Bill of Sale to Personal Property

Schedule 4     Form of Assignment and Assumption of Service Contracts

Schedule 5     Form of General Assignment of Seller's Interest in Intangible
               Property

Schedule 6     Form of Seller's Affidavit (for Purchaser's Title Insurance
               Purposes)

Schedule 7     Form of Seller's Certificate (as to Seller's Representations and
               Warranties)

Schedule 8     Form of Seller's FIRPTA Affidavit

Schedule 9     Form of Purchaser's Certificate (as to Purchaser's
               Representations and Warranties)

Schedule 10    Form of Seller's Estoppel (as to Tenants)

Schedule 11    Form of Parent Guaranty

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                           PURCHASE AND SALE AGREEMENT

                         KPMG BUILDING/55 SECOND STREET

      THIS PURCHASE AND SALE AGREEMENT (the "Agreement"), made and entered into
this 20 day of August, 2004, by and between COUSINS/MYERS II, LLC, a Delaware
limited liability company ("Seller"), and HINES-SUMISEI US CORE OFFICE
PROPERTIES, LP, a Delaware limited partnership ("Purchaser").

                               W I T N E S E T H:

      WHEREAS, Seller desires to sell certain improved real property commonly
known as "KPMG Building/55 Second Street" located at 55 Second Street, San
Francisco, San Francisco County, California, together with certain related
personal and intangible property, and Purchaser desires to purchase such real,
personal and intangible property; and

      WHEREAS, the parties hereto desire to provide for said sale and purchase
on the terms and conditions set forth in this Agreement;

      NOW, THEREFORE, for and in consideration of the premises, the mutual
covenants and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt, adequacy, and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto hereby covenant and agree
as follows:

                                   ARTICLE 1.
                                   DEFINITIONS

      For purposes of this Agreement, each of the following capitalized terms
shall have the meaning ascribed to such terms as set forth below:

      "Additional Earnest Money" shall mean the sum of Two Million Five Hundred
Thousand and No/100 Dollars ($2,500,000.00 U.S.), together with all interest
which accrues thereon as provided in Section 2.3(c) hereof and in the Escrow
Agreement.

      "Affiliate" shall have the meaning ascribed thereto in Section 9.1 hereof.

      "Assignment and Assumption of Leases" shall mean the form of assignment
and assumption of Leases and Security Deposits and obligations under the
Commission Agreements to be executed and delivered by Seller and Purchaser at
the Closing in the form attached hereto as SCHEDULE 2.

         "Assignment and Assumption of Service Contracts" shall mean the form of
assignment and assumption of the Service Contracts to be executed and delivered
by Seller and Purchaser at the Closing in the form attached hereto as SCHEDULE
4.

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Purchase and Sale Agreement

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      "Basket Limitation" shall mean an amount equal to $100,000.00.

      "Bill of Sale" shall mean the form of bill of sale to the Personal
Property to be executed and delivered by Seller to Purchaser at the Closing in
the form attached hereto as SCHEDULE 3.

      "Broker" shall have the meaning ascribed thereto in Section 10.1 hereof.

      "Business Day" shall mean any day other than a Saturday, Sunday or other
day on which banking institutions in the State of California are authorized by
law or executive action to close.

      "Cap Limitation" shall mean an amount equal to $1,500,000.00.

      "City" shall mean the City of San Francisco, California.

      "Closing" shall mean the consummation of the purchase and sale of the
Property pursuant to the terms of this Agreement.

      "Closing Date" shall have the meaning ascribed thereto in Section 2.6
hereof.

      "Closing Documents" shall mean any certificate, instrument or other
document delivered pursuant to this Agreement.

      "Commission Agreements" shall have the meaning ascribed thereto in Section
4.1(g) hereof, and such agreements are more particularly described on EXHIBIT
"C" attached hereto and made a part hereof.

      "Due Diligence Material" shall have the meaning ascribed thereto in
Section 3.7 hereof.

      "Earnest Money" shall mean the Initial Earnest Money, together with any
Additional Earnest Money actually paid by Purchaser to Escrow Agent hereunder,
and together with all interest which accrues thereon as provided in Section
2.3(c) hereof and in the Escrow Agreement.

      "Effective Date" shall mean the last date upon which the following shall
have occurred: (a) Purchaser and Seller shall have delivered at least two (2)
fully executed counterparts of this Agreement to the other, (b) Purchaser,
Seller and Escrow Agent shall have executed and delivered at least one (1) fully
executed counterpart of the Escrow Agreement to each other party, and (c)
Purchaser shall have delivered the Initial Earnest Money (by federal wire
transfer) to Escrow Agent.

      "Environmental Law" shall mean any law, statute, code, ordinance, rule,
regulation, order, judgment, injunction or decree relating to pollution or
substances or materials which are considered to be hazardous or toxic,
including, without limitation, the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Superfund Amendments and Reauthorization Act, the Hazardous Materials

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Transportation Act, the Clean Water Act, the Clean Air Act, the Radon and Indoor
Air Quality Research Act, the Toxic Substances Control Act, the Emergency
Planning and Community Right to Know Act, the Water Pollution Control Act, the
River and Harbors Act, the Insecticide, Fungicide and Rodenticide Act, the
Occupation Safety and Health Act, and any other federal, state and local
environmental law, statute, code, ordinance, rule, regulation, order, judgment,
injunction or decree, including, without limitation, any section, division or
chapter of the California Health and Safety Code, the California Hazardous Waste
Control Law, the Safe Water and Toxic Enforcement Act of 1986, the
Porter-Cologne Water Quality Act, the Hazardous Substances Account Act, the
California Water Code, and all amendments and supplements to any of the
foregoing and all rules, regulations and publications promulgated or issued
pursuant thereto.

      "Escrow Agent" shall mean the Title Company, at its office at 3 Greenway
Plaza, Suite 1100, Houston, Texas 77046.

      "Escrow Agreement" shall mean that certain Escrow Agreement in the form
attached hereto as EXHIBIT "D" entered into contemporaneously with the execution
and delivery of this Agreement by Seller, Purchaser and Escrow Agent with
respect to the Earnest Money.

      "Existing Environmental Reports" shall mean those certain reports,
correspondence and related materials (including, without limitation, any and all
closure letters and any applications therefor), if any, more particularly
described on EXHIBIT "E" attached hereto and made a part hereof.

      "Existing Survey" shall mean that certain ALTA Survey of a portion of
Assessor's Block No. 3708 prepared for Seller, prepared by Martin M. Ron
Associates Inc. certified by Benjamin B. Ron, P.L.S. No. 5015, dated September
11, 1989, last revised November 2, 1999.

      "FIRPTA Affidavit" shall mean the form of FIRPTA Affidavit to be executed
and delivered by Seller to Purchaser at Closing in the form attached hereto as
SCHEDULE 8.

      "First Title Notice" shall have the meaning ascribed thereto in Section
3.4 hereof.

      "General Assignment" shall have the meaning ascribed thereto in Section
5.1(f) hereof.

      "Grant Deed" shall mean the form of deed attached hereto as SCHEDULE 1.

      "Hazardous Substances" shall mean any and all pollutants, contaminants,
toxic or hazardous wastes, any chemicals or substances known to cause cancer or
reproductive toxicity or any other elements, materials, compounds, mixtures, and
substances now or hereafter contained in any list of hazardous substances
adopted by the EPA or Congress or otherwise designated as hazardous, toxic,
pollutant, infectious, flammable, or radioactive or that might pose a hazard to
health or safety, or with respect to which removal, reporting, investigation or
remediation may be required or generation, manufacture, refining, production,
processing, treatment, storage, handling, transportation, transfer, use,
disposal, release, discharge, spillage, seepage or filtration of which is or
shall be restricted, regulated, prohibited or penalized under any Environmental

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                                       3
<PAGE>

Law (including, without limitation, lead paint, asbestos, urea formaldehyde foam
insulation, petroleum, natural gas, natural gas liquids and polychlorinated
biphenyls).

      "Hines" shall mean Hines Interests Limited Partnership, a Delaware limited
partnership.

      "Improvements" shall mean, collectively, all buildings, structures and
improvements now or on the Closing Date situated on the Land, including without
limitation, all parking areas and other facilities, improvements and fixtures
located on the Land.

      "Initial Earnest Money" shall mean the sum of Two Million Five Hundred
Thousand and No/100 Dollars ($2,500,000.00 U.S.), together with all interest
which accrues thereon as provided in Section 2.3(c) hereof and in the Escrow
Agreement.

      "Inspection Period" shall mean the period expiring at 5:00 P.M. local San
Francisco, California time on August 31, 2004.

      "Intangible Property" shall mean all intangible property, if any, owned by
Seller and related to the Land and Improvements, including without limitation,
Seller's rights and interests, if any, in and to the following (to the extent
assignable): (i) the name "KPMG Building/55 Second Street," (ii) all assignable
plans and specifications and other architectural and engineering drawings for
the Land and Improvements; (iii) all assignable warranties or guaranties given
or made in respect of the Improvements or Personal Property; (iv) all
transferable consents, authorizations, variances or waivers, licenses, permits,
certificates of occupancy, approvals, dedications, subdivision maps and
entitlements from any governmental or quasi-governmental agency, department,
board, commission, bureau or other entity or instrumentality solely in respect
of the Land or Improvements; and (v) all of Seller's right, title and interest
in and to all assignable Service Contracts that Purchaser agrees to assume (or
is deemed to have agreed to assume).

      "Land" shall mean those certain tracts or parcels of real property located
in the City of San Francisco, San Francisco County, California, which are more
particularly described on EXHIBIT "A" attached hereto and made a part hereof,
together with all rights, privileges and easements appurtenant to said real
property, all right, title and interest of Seller, if any, in and to any land
lying in the bed of any street, road, alley or right-of-way, open or closed,
adjacent to or abutting the Land and any air rights, subsurface rights,
development rights, wastewater capacities and credit reservations, and water
rights.

      "Lease" and "Leases" shall mean the leases or occupancy agreements in
effect on the Effective Date which are more particularly identified on EXHIBIT
"F" attached hereto, and any amended or new leases entered into pursuant to
Section 4.3(a) of this Agreement, which as of the Closing affect all or any
portion of the Land or Improvements.

      "Losses" shall have the meaning ascribed thereto as Section 11.1 hereof.

      "Major Tenant" or "Major Tenants" shall mean Preston Gates & Ellis, LLP,
KPMG LLP, Paul, Hastings, Janofsky & Walker, LLP, Fritz Companies, Inc. and
Hispanic Scholarship Fund.

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      "Monetary Objection" or "Monetary Objections" shall mean (a) any mortgage,
deed to secure debt, deed of trust or similar security instrument encumbering
all or any part of the Property, (b) any mechanic's, materialman's or similar
lien (unless resulting from any act or omission of Purchaser or any of its
agents, contractors, representatives or employees or any tenant of the Property)
(and, in the case of any such lien arising from the act or omission of a tenant,
which does not attach to the interest of the Seller in and to the Property)),
(c) the lien of ad valorem real or personal property taxes, assessments and
governmental charges affecting all or any portion of the Property which are
delinquent, and (d) any judgment of record against Seller in the county or other
applicable jurisdiction in which the Property is located.

      "Natural Hazard Laws" shall have the meaning ascribed thereto in Section
3.3(c) hereof.

      "Other Agreement" shall mean that certain Purchase and Sale Agreement by
and between Other Seller and Purchaser, dated of even date herewith, for certain
property commonly known as "101 Second Street."

      "Other Notices of Sale" shall have the meaning ascribed thereto in Section
5.1(r) hereof.

      "Other Seller" shall mean Cousins/Myers Second Street Partners, L.L.C., a
Delaware limited liability company.

      "Parent" shall mean Cousins Properties Incorporated, a Georgia
corporation, Seller's parent corporation.

      "Parent Guaranty" shall have the meaning ascribed thereto in Section 11.6
hereof.

      "Permitted Exceptions" shall mean, collectively, (a) liens for taxes,
assessments and governmental charges not yet due and payable, (b) the Leases,
(c) such state of facts as would be disclosed by a current survey of the Land
and Improvements, (d) the matters set forth on EXHIBIT "G" attached hereto and
made part hereof, and (e) such other easements, restrictions and encumbrances of
record as of the Effective Date; provided, however, the term "Permitted
Exceptions" shall not include (i) any matters which constitute Monetary
Objections, or (ii) any matters which Seller agrees to remove, satisfy or cure
pursuant to Section 3.4 hereof.

      "Personal Property" shall mean all furniture (including common area
furnishings and interior landscaping items), carpeting, draperies, appliances,
personal property (excluding any computer software which either is licensed to
Seller or Seller reasonably deems proprietary), machinery, artwork, apparatus
and equipment owned by Seller and currently used in the operation, repair and
maintenance of the Land and Improvements and situated thereon, as generally
described on EXHIBIT "B" attached hereto and made a part hereof, and all books,
records and files (excluding any appraisals, budgets, strategic plans for the
Property, internal analyses, information regarding the marketing of the Property
for sale, submissions relating to Seller's obtaining of corporate authorization,
attorney and accountant work product, attorney-client privileged documents, or
other information in the possession or control of Seller or Seller's property
manager which Seller reasonably deems proprietary) relating to the Land and

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Improvements. The Personal Property does not include the items described on
EXHIBIT "B-1" attached hereto and made a part hereof and any property owned by
tenants, contractors or licensees (provided, however, the Personal Property does
include any reversionary rights, liens or other claims Seller may have therein).
The Personal Property shall be conveyed by Seller to Purchaser subject to
customary and normal depletions, replacements and additions in the ordinary
course of Seller's business.

      "Property" shall have the meaning ascribed thereto in Section 2.1 hereof.

      "Purchase Price" shall be the amount specified in Section 2.4 hereof.

      "Purchaser Related Entities" shall have the meaning ascribed thereto in
Section 11.1 hereof.

      "Purchaser Waived Breach" shall have the meaning ascribed thereto in
Section 11.3 hereof.

      "Purchaser's Certificate" shall have the meaning ascribed thereto in
Section 5.2(d) hereof.

      "Security Deposits" shall mean any security deposits, rent or damage
deposits or similar amounts (other than rent paid for the month in which the
Closing occurs), whether in the form of cash, letter of credit or otherwise,
required under any of the Leases and which have not been applied by Seller prior
to the Effective Date to cover any tenant's obligations under its Lease in
accordance with the terms thereof; provided, however, that in connection with
the Lease between Landlord and Harvest & Rowe, Inc., the Lease provides for a
Security Deposit in the amount of $40,524.00 and Seller allowed the tenant to
use a portion of said Security Deposit to pay certain tenant expenses. Tenant
has been replenishing the Security Deposit by making monthly payments of $677.08
to Landlord and will continue to make such payments until the full amount of the
Security Deposit (i.e., $40,524.00) is deposited with Landlord. Accordingly, for
the purposes of the Harvest & Rowe, Inc. Lease, the amount of the Security
Deposit for which Purchaser shall receive a credit will be the amount of the
Security Deposit which has been repaid to Landlord as of the date of Closing.

      "Seller Related Entities" shall have the meaning ascribed thereto in
Section 11.2 hereof.

      "Seller's Affidavit" shall mean the form of owner's affidavit to be given
by Seller at Closing to the Title Company in the form attached hereto as
SCHEDULE 6.

      "Seller's Certificate" shall mean the form of certificate to be executed
and delivered by Seller to Purchaser at the Closing with respect to the truth
and accuracy of Seller's warranties and representations contained in this
Agreement (modified and updated as the circumstances require), in the form
attached hereto as SCHEDULE 7.

      "Seller's Estoppel" shall have the meaning ascribed thereto in Section
6.1(d) hereof.

      "Seller's Representative" shall have the meaning ascribed thereto in
Section 3.8 hereof.

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<PAGE>

      "Service Contracts" shall mean all those certain contracts and agreements
more particularly described on EXHIBIT "I" attached hereto and made a part
hereof relating to the repair, maintenance or operation of the Land,
Improvements or Personal Property which, pursuant to the provisions of this
Agreement, will extend beyond the Closing Date, including, without limitation,
all equipment leases.

      "Survey" shall have the meaning ascribed thereto in Section 3.4 hereof.

      "Taxes" shall have the meaning ascribed thereto in Section 5.4(a) hereof.

      "Tenant Estoppel Certificate" or "Tenant Estoppel Certificates" shall mean
certificates to be sought from the tenants under the Leases in substantially the
form attached hereto as EXHIBIT "J"; provided, however, if any Lease provides
for the form or content of an estoppel certificate from the tenant thereunder,
the Tenant Estoppel Certificate with respect to such Lease may be in the form as
called for therein provided Seller shall first request from such tenant a Tenant
Estoppel Certificate in the form attached hereto as EXHIBIT "J".

      "Tenant Inducement Costs" shall mean any out-of-pocket payments required
under a Lease to be paid by the landlord thereunder to or for the benefit of the
tenant thereunder which is in the nature of a tenant inducement, including
specifically, but without limitation, tenant improvement costs, lease buyout
payments, and moving, design, refurbishment and club membership allowances and
costs. The term "Tenant Inducement Costs" shall not include loss of income
resulting from any free rental period, it being understood and agreed that
Seller shall bear the loss resulting from any free rental period until the
Closing Date and that Purchaser shall bear such loss from and after the Closing
Date.

      "Tenant Notices of Sale" shall have the meaning ascribed thereto in
Section 5.1(q) hereof.

      "Title Commitment" shall have the meaning ascribed thereto in Section 3.4
hereof.

      "Title Company" shall mean First American Title Insurance Company.

      "Underinsured Casualty" shall have the meaning ascribed thereto in Section
7.1 hereof.

      "Withholding Exemption Certificate" shall have the meaning ascribed
thereto in Section 5.1(j) hereof.

                                   ARTICLE 2.
                                PURCHASE AND SALE

      2.1. AGREEMENT TO SELL AND PURCHASE. Subject to and in accordance with the
terms and provisions of this Agreement, Seller agrees to sell, convey and
assign, and Purchaser agrees to purchase, the following property (collectively,
the "Property"):

      (a)   the Land;

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      (b)   the Improvements;

      (c)   all of Seller's right, title and interest as "landlord" or "lessor"
            in and to the Leases, any guaranties of the Leases and the Security
            Deposits;

      (d)   the Personal Property; and

      (e)   the Intangible Property.

      2.2. PERMITTED EXCEPTIONS. The Property shall be conveyed subject to the
matters which are, or are deemed to be, Permitted Exceptions.

      2.3. EARNEST MONEY.

      (a) Contemporaneously with Purchaser's execution and delivery of this
Agreement, Purchaser has delivered the Initial Earnest Money to Escrow Agent by
federal wire transfer, payable to Escrow Agent, which Initial Earnest Money
shall be held and released by Escrow Agent in accordance with the terms of the
Escrow Agreement.

      (b) If Purchaser does not terminate this Agreement on or before the last
day of the Inspection Period, Purchaser shall deposit the Additional Earnest
Money with Escrow Agent. The parties hereto mutually acknowledge and agree that
time is of the essence in respect of Purchaser's timely deposit of the
Additional Earnest Money with Escrow Agent prior to the expiration of the
Inspection Period; and that if Purchaser fails to deposit the Additional Earnest
Money with Escrow Agent prior to the expiration of the Inspection Period, this
Agreement shall terminate, and Escrow Agent shall return the Initial Earnest
Money to Purchaser, and neither party hereto shall have any further rights or
obligations hereunder, except those provisions of this Agreement which by their
express terms survive the termination of this Agreement.

      (c) The Earnest Money shall be applied to the Purchase Price at the
Closing and shall otherwise be held, refunded, or disbursed in accordance with
the terms of the Escrow Agreement and this Agreement. All interest and other
income from time to time earned on the Initial Earnest Money and the Additional
Earnest Money shall be earned for the account of Purchaser, and shall be a part
of the Earnest Money; and the Earnest Money hereunder shall be comprised of the
Initial Earnest Money and the Additional Earnest Money and all such interest and
other income.

      2.4. PURCHASE PRICE. Subject to adjustment and credits as otherwise
specified in this Section 2.4 and elsewhere in this Agreement, the purchase
price (the "Purchase Price") to be paid by Purchaser to Seller for the Property
shall be ONE HUNDRED FORTY SIX MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS
($146,400,000.00 U.S.). The Purchase Price shall be paid by Purchaser to Seller
at the Closing as follows:

      (a) The Earnest Money shall be paid by Escrow Agent to Seller at Closing;
and

      (b) At Closing, the balance of the Purchase Price, after applying the
Earnest Money as partial payment of the Purchase Price, and subject to
prorations and other adjustments

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specified in this Agreement, shall be paid by Purchaser in immediately available
funds to the Title Company, for further delivery to an account designated by
Seller. If the amount due Seller pursuant to this Agreement is not received by
Seller in sufficient time for reinvestment on the Closing Date for reasons
caused solely by Purchaser, then Purchaser shall reimburse Seller for loss of
interest due to the failure to reinvest Seller's funds on the Closing Date. The
provisions of the preceding sentence of this Section 2.4(b) shall survive the
Closing.

      2.5. INDEPENDENT CONTRACT CONSIDERATION. In addition to, and not in lieu
of the delivery to Escrow Agent of the Initial Earnest Money, Purchaser shall
deliver to Seller, concurrently with Purchaser's execution and delivery of this
Agreement to Seller, Purchaser's check, payable to the order to Seller, in the
amount of One Hundred and No/100 Dollars ($100.00). Seller and Purchaser hereby
mutually acknowledge and agree that said sum represents adequate bargained for
consideration for Seller's execution and delivery of this Agreement and
Purchaser's right to inspect the Property pursuant to Article 3. Said sum is in
addition to and independent of any other consideration or payment provided for
in this Agreement and is nonrefundable in all events.

      2.6. CLOSING. The consummation of the sale by Seller and purchase by
Purchaser of the Property (the "Closing") shall be held on or before September
15, 2004 (but not earlier than the expiration of the Inspection Period unless
Seller consents to such earlier Closing). Subject to the foregoing, the Closing
shall take place at an office in the metropolitan San Francisco, California
area, and at such specific place, time and date (the "Closing Date") as shall be
designated by Purchaser in a written notice to Seller not less than three (3)
Business Days prior to Closing. If Purchaser fails to give such notice of the
Closing Date, the Closing shall be at the offices of Myers Development Company,
located at 101 Second Street, Suite 555, San Francisco, California 94105 at
10:00 a.m. on the outside date for Closing as provided above. It is contemplated
that the transaction shall be closed with the concurrent delivery of the
documents of title and the payment of the Purchase Price. Notwithstanding the
foregoing, there shall be no requirement that Seller and Purchaser physically
meet for the Closing, and all documents to be delivered at the Closing shall be
delivered to the Title Company unless the parties hereto mutually agree
otherwise. Seller and Purchaser agree to use reasonable efforts to complete all
requirements for the Closing prior to the Closing Date. The "Closing Date" under
the Other Agreement shall be the same date as the Closing Date under this
Agreement and the "Closing" under the Other Agreement shall occur simultaneously
with the Closing under this Agreement. Notwithstanding anything contained to the
contrary in any other provision of this Agreement, if by the Closing Date set by
Purchaser in accordance with the foregoing, Seller has failed to obtain
sufficient Tenant Estoppel Certificates from tenants to satisfy the condition
set forth in Section 6.1(d) hereof, then at the option of Seller exercised by
notice to Purchaser, Seller may postpone the Closing Date to a date which is the
earlier of (i) three (3) Business Days after satisfaction of the conditions set
forth in Section 6.1(d) hereof, and (ii) September 30, 2004.

                                   ARTICLE 3.
                    PURCHASER'S INSPECTION AND REVIEW RIGHTS

      3.1. DUE DILIGENCE INSPECTIONS.

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      (a) From and after the Effective Date until the Closing Date or earlier
termination of this Agreement, Seller shall permit Purchaser and its authorized
representatives to inspect the Property to perform due diligence and
environmental investigations, to examine the records of Seller with respect to
the Property, and make copies thereof, at such times during normal business
hours as Purchaser or its representatives may request. All such inspections
shall be nondestructive in nature, and specifically shall not include any
physically intrusive testing; provided, however, Seller shall not unreasonably
withhold, condition or delay its consent to any Phase II environmental
assessment, soil borings, or similar studies or tests recommended by any Phase I
environmental assessment obtained by Purchaser or otherwise required by
Purchaser's lender. All such inspections shall be performed in such a manner to
minimize any interference with the business of the tenants under the Leases at
the Property and, in each case, in compliance with Seller's rights and
obligations as landlord under the Leases. All inspection fees, appraisal fees,
engineering fees and all other costs and expenses of any kind incurred by
Purchaser relating to the inspection of the Property shall be solely Purchaser's
expense. Seller reserves the right to have a representative present at the time
of making any such inspection. Purchaser shall notify Seller not less than one
(1) Business Day in advance of making any such inspection.

      (b) If the Closing is not consummated hereunder, Purchaser shall promptly
deliver copies of all reports, surveys and other information furnished to
Purchaser by third parties in connection with such inspections to Seller;
provided, however, that delivery of such copies and information shall be without
warranty or representation whatsoever, express or implied, including, without
limitation, any warranty or representation as to ownership, accuracy, adequacy
or completeness thereof or otherwise. This Section 3.1(b) shall survive the
termination of this Agreement.

      (c) Upon the completion of any inspection or test of the Property
conducted by Purchaser or any of its representatives, agents or contractors,
Purchaser shall repair any damage caused by such inspection or test. Purchaser
hereby agrees to and shall indemnify, defend and hold harmless Seller from and
against any and all expense, loss or damage which Seller may incur (including,
without limitation, reasonable attorney's fees actually incurred) arising out of
or resulting from the inspections performed by or on behalf of Purchaser and/or
the entry on or about the Property by or on behalf of Purchaser, other than to
the extent arising from (i) any act or omission of Seller or its employees,
representatives, agents or consultants, or (ii) any pre-existing liabilities,
conditions or other matters merely discovered by Purchaser or its employees,
representatives, agents or consultants (e.g., latent environmental
contamination, latent construction or other physical defects or conditions,
etc.). Purchaser's indemnification obligations hereunder shall expressly exclude
consequential or punitive damages. Said indemnification agreement shall survive
the Closing until the expiration of any applicable statute of limitations and
shall survive any earlier termination of this Agreement. Purchaser shall
maintain and shall ensure that Purchaser's consultants and contractors maintain
commercial general liability insurance in an amount not less than $1,000,000,
combined single limit, and in form and substance adequate to insure against all
liability of Purchaser and its consultants and contractors, respectively, and
each of their respective agents, employees and contractors, arising out of
inspections and testing of the Property or any part thereof made on Purchaser's
behalf. Purchaser agrees to provide to Seller a certificate of insurance with
regard to each applicable liability insurance policy prior to any entry upon the
Property by Purchaser or its consultants or contractors, as the case may be,
pursuant to this Section 3.1.

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      3.2. SELLER'S DELIVERIES TO PURCHASER; PURCHASER'S ACCESS TO SELLER'S
PROPERTY RECORDS.

      (a) Purchaser acknowledges receipt of the following (and Purchaser further
acknowledges that no additional items are required to be delivered by Seller to
Purchaser except as may be expressly set forth in other provisions of this
Agreement):

            (i)    Copies of Property tax bills and assessor's statements of
                   assessed value for the years 2002, 2003 and 2004.

            (ii)   Copies of Property operating statements for the years 2002,
                   2003 and 2004 (year to date).

            (iii)  Copies of all Leases (including all amendments and
                   modifications) and guarantees and/or letters of credit
                   relating thereto existing as of the Effective Date.

            (iv)   A copy of the current rent roll.

            (v)    An aged tenant receivable report, if any, regarding income
                   from the tenants.

            (vi)   Monthly tenant, tax and operating expense billing statements
                   for the past 24 months.

            (vii)  Annual reconciliation statements (and base year calculations)
                   for the years 2002 and 2003.

            (viii) Capital expenditure budgets and reports for the years 2002,
                   2003, and 2004 (year to date).

            (ix)   Copies of the Commission Agreements.

            (x)    Copies of all Service Contracts currently in place at the
                   Property.

            (xi)   A copy of Seller's current policy of title insurance with
                   respect to the Land and Improvements and copies of the
                   exception documents in Seller's possession.

            (xii)  A copy of the Existing Survey.

            (xiii) Copies of the Existing Environmental Reports (and any other
                   information in Seller's possession relating to the
                   environmental condition of the Property, including any
                   remediation or O&M plans) and copies of any existing
                   foundation, geotechnical, seismic, architectural,
                   engineering, physical condition or soils evaluations,
                   reports, studies or tests.

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            (xiv) Copies of all certificates of occupancy issued with respect to
                  the Property.

            (xv)  Certificates evidencing Seller's insurance (liability,
                  casualty, rent loss, etc.) currently in effect with respect to
                  the Property.

            (xvi) Copies of all building area calculations.

      (b) From the Effective Date until the Closing Date or earlier termination
of this Agreement, Seller shall allow Purchaser and Purchaser's representatives,
on reasonable advance notice and during normal business hours, to have access to
Seller's existing books, records and files relating to the Property, at the
office of Myers Development Company at 101 Second Street, Suite 555, San
Francisco, California 94105, for the purpose of inspecting and (at Purchaser's
expense) copying the same, including, without limitation, the materials listed
below (to the extent any or all of the same are in Seller's or its property
manager's possession), subject, however, to the limitations of any
confidentiality or nondisclosure agreement to which Seller may be bound, and
provided that Seller shall not be required to deliver or make available to
Purchaser any appraisals, strategic plans for the Property, internal analyses,
information regarding the marketing of the Property for sale, submissions
relating to Seller's obtaining of corporate authorization, attorney and
accountant work product, attorney-client privileged documents, or other
information in the possession or control of Seller which Seller reasonably deems
proprietary. Except for Seller's express representations and warranties made in
this Agreement or in any documents executed and delivered by Seller to Purchaser
at Closing, Purchaser acknowledges and agrees that Seller makes no
representation or warranty of any nature whatsoever, express or implied, with
respect to the ownership, enforceability, accuracy, adequacy or completeness or
otherwise of any of such records, evaluations, data, investigations, reports or
other materials. If the Closing contemplated hereunder fails to take place for
any reason, Purchaser shall promptly return all copies of materials copied from
Seller's books, records and files relating to the Property. It is understood and
agreed that Seller shall have no obligation to obtain, commission or prepare any
such books, records, files, reports or studies not now in Seller's or its
property manager's possession. Subject to the foregoing, Seller agrees to make
available to Purchaser for inspection and copying, without limitation, the
following books, records and files relating to the Property, all to the extent
the same are in Seller's or its property manager's possession:

            (i)   Tenant Information. Copies of any financial statements or
                  other financial information of any tenants under the Leases
                  (and the Lease guarantors, if any), written information
                  relative to the tenants' payment histories, side letters, work
                  letters, inducement letters, any related certificates or
                  certifications and any other tenant correspondence, to the
                  extent the same is in Seller's or its property manager's
                  possession;

            (ii)  Plans. All available construction plans and specifications in
                  Seller's or its property manager's possession relating to the
                  development, condition, repair and maintenance of the
                  Property, the Improvements and the Personal Property;

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            (iii) Permits; Licenses; Warranties. Copies of any permits,
                  licenses, warranties, or other similar documents in Seller's
                  or its property manager's possession relating to the use,
                  occupancy or operation of the Property; and

            (iv)  Operating Costs and Expenses. All available records of any
                  operating costs and expenses for the Property in Seller's or
                  its property manager's possession.

      3.3. CONDITION OF THE PROPERTY.

      (a) Seller recommends that Purchaser employ one or more independent
engineering and/or environmental professionals to perform engineering,
environmental and physical assessments on Purchaser's behalf in respect of the
Property and the condition thereof. Except for the representations or warranties
of Seller herein or in any document delivered by Seller to Purchaser at Closing
or as otherwise expressly set forth in this Agreement, Purchaser and Seller
mutually acknowledge and agree that, except to the extent implied by law in the
Grant Deed under California Civil Code Section 1113, the Property is being sold
in an "AS IS" condition and "WITH ALL FAULTS," known or unknown, contingent or
existing. Purchaser has the sole responsibility to fully inspect the Property,
to investigate all matters relevant thereto, including, without limitation, the
condition of the Property, and to reach its own, independent evaluation of any
risks (environmental or otherwise) or rewards associated with the ownership,
leasing, management and operation of the Property. Effective as of the Closing
and except for the representations or warranties of Seller herein or in any
document delivered by Seller to Purchaser at Closing or as otherwise expressly
set forth in this Agreement, Purchaser hereby waives and releases Seller and its
officers, directors, shareholders, agents, affiliates, employees and successors
and assigns from and against any and all claims, obligations and liabilities
arising out of or in connection with the physical condition of the Property;
provided, however, the foregoing waiver and release shall not apply to and shall
specifically exclude any claims, demands, penalties, fines, liabilities,
settlements, damages, costs or expenses, known or unknown, existing and future,
incurred in connection with or relating to any claims related to the Property
accruing prior to the Closing Date that are made by third parties for personal
injury, property damage or death or are otherwise based on any gross negligence
or willful misconduct of Seller or its officers, directors, shareholders,
agents, affiliates, employees and successors and assigns.

      (b) To the fullest extent permitted by law and except as expressly set
forth in this Agreement, Purchaser does hereby unconditionally waive and release
Seller, and its members, beneficial owners, officers, directors, shareholders,
agents, affiliates and employees from any present or future claims and
liabilities of any nature arising from or relating to the presence or alleged
presence of Hazardous Substances in, on, at, from, under or about the Property
or any adjacent property, including, without limitation, any claims under or on
account of any Environmental Law, regardless of whether such Hazardous
Substances are located in, on, at, from, under or about the Property or any
adjacent property prior to or after the date hereof; provided, however, the
foregoing waiver and release shall not apply to the extent such claim or
liability is the result of claims made by third parties (including any
governmental authorities) against Purchaser or its successors, assigns, agents
or affiliates. In addition, Purchaser does hereby covenant and

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<PAGE>

agree to defend, indemnify, and hold harmless Seller and its officers,
directors, shareholders, agents, affiliates and employees from and against any
claims, demands, penalties, fines, liabilities, settlements, damages, costs or
expenses, known or unknown, existing and future, to the extent relating to any
Hazardous Substances which may be placed, located or released on the Property
after the date of Closing, including any action or proceeding brought or
threatened, or ordered by governmental authorities (provided, however, the
foregoing indemnity shall not apply to any such claims, demands, penalties,
fines, liabilities, settlements, damages, costs or expenses which are based on
the acts or omissions of Seller or its officers, directors, shareholders,
agents, affiliates, employees and successors and assigns [other than
Purchaser]).

      (c) Purchaser further acknowledges that "Natural Hazards" described in the
following California Code Sections (the "Natural Hazard Laws") may affect the
Property: Government Code Sections 8589.4; 8589.3; Government Code Sections
51183.4, 51183.5 (Fire Hazard Severity Zone); Public Resource Code Section
2621.9 (Earthquake Fault Zone); Public Resource Code Section 2694 (Seismic
Hazard Zone); and Public Resource Code Section 4136 (Wildland Area). Purchaser
acknowledges and agrees that Purchaser has had the opportunity independently to
evaluate and investigate whether any or all of such Natural Hazards affect the
Property and Seller shall have no liabilities or obligations with respect
thereto. Without limiting the foregoing, Purchaser acknowledges and agrees that
Purchaser knowingly and intentionally waives, and releases Seller from, any
disclosures, obligations or requirements of Seller with respect to Natural
Hazards, including, without limitation, any disclosure obligations or
requirements under the aforementioned Code Sections or under California Civil
Code Section 1102.

      (d) The release set forth in each of subparagraphs (a), (b) and (c) above
includes claims of which Purchaser is presently unaware or which Purchaser does
not presently suspect to exist in its favor which, if known by Purchaser, would
materially affect Purchaser's waivers and releases granted herein. Purchaser
acknowledges that there is a risk that subsequent to the execution of this
Agreement, Purchaser will suffer losses, damages or injuries which are unknown
and unanticipated at the time this Agreement is signed. Except as expressly
provided to the contrary in this Agreement, Purchaser hereby assumes such risk
and agrees that the releases contained in subparagraphs (a), (b) and (c) above
shall apply to all unknown or unanticipated claims, as well as those known and
anticipated, and Purchaser specifically waives any and all rights under
California Civil Code Section 1542, which section has been duly explained and
provides as follows:

      "A general release does not extend to claims which the creditor does not
      know or suspect to exist in his favor at the time of executing the
      release, which if known by him must have materially affected his
      settlement with the debtor."

      (e) Purchaser represents that Purchaser has experience acquiring and
conducting due diligence, and that the waivers as set forth in this Section 3.3.
have been negotiated as, and each is, an essential aspect of the bargain between
the parties.

      (f) The terms and provisions of this Section 3.3 shall survive the Closing
hereunder until expiration of any applicable statute of limitations.

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<PAGE>

      3.4. TITLE AND SURVEY. Promptly upon execution of this Agreement,
Purchaser may order at its expense from the Title Company, a preliminary title
commitment with respect to the Property (the "Title Commitment"). Purchaser
shall direct the Title Company to send a copy of the Title Commitment to Seller.
Promptly upon execution of this Agreement, Purchaser may arrange, also at its
expense, for the preparation of one or more updates of the Existing Survey (each
and together, the "Survey"). Purchaser likewise shall make copies of any such
Survey available to Seller prior to Closing. Purchaser shall have until the end
of the Inspection Period to give written notice (the "First Title Notice") to
Seller of such objections as Purchaser may have to any exceptions to title
disclosed in the Title Commitment or in any Survey or otherwise in Purchaser's
examination of title. From time to time at any time after the First Title Notice
and prior to the Closing Date, Purchaser may give written notice of objections
to matters of title first appearing in any updated title commitment issued after
the initial Title Commitment (and which would not have appeared in an accurate
examination of title conducted on the effective date of such initial Title
Commitment) or matters of survey which would not have been disclosed by an
accurate updated ALTA survey prepared prior to date of the First Title Notice.
Seller shall have the right, but not the obligation (except as to Monetary
Objections), to attempt to remove, satisfy or otherwise cure any exceptions to
title to which Purchaser objects hereunder. Within five (5) Business Days after
receipt of Purchaser's First Title Notice (or any such subsequent objection
notice), Seller shall give written notice to Purchaser informing Purchaser of
Seller's election with respect to such objections. If Seller fails to give
written notice of election within such five (5) Business Day period, Seller
shall be deemed to have elected not to attempt to cure the objections (other
than Monetary Objections). If Seller elects to attempt to cure any objections,
Seller shall be entitled to one or more reasonable adjournments of the Closing
of up to but not beyond September 30, 2004 to attempt such cure, but, except for
Monetary Objections, Seller shall not be obligated to expend any sums, commence
any suits or take any other action to effect such cure. Except as to Monetary
Objections, (a) if Seller elects, or is deemed to have elected, not to cure any
exceptions to title or survey to which Purchaser has objected or (b) if, after
electing to attempt to cure, Seller determines that it is unwilling or unable to
remove, satisfy or otherwise cure any such objections, Purchaser's sole remedy
hereunder in such event shall be either (i) to accept title to the Property
subject to such exceptions as if Purchaser had not objected thereto and without
reduction of the Purchase Price, (ii) if such exceptions are matters first
appearing of record after the date of this Agreement, and arise by, through or
under Seller, to terminate this Agreement (in which case, if such matters are
the result of Seller affirmatively granting or conveying any right, title,
benefit or interest to a third party in violation of this Agreement, Seller
shall reimburse Purchaser for its due diligence and other costs pursuant to
Section 8.2 hereof), or (iii) to terminate this Agreement within (x) three (3)
Business Days after receipt of written notice from Seller either of Seller's
election not to attempt to cure any objection or of Seller's determination,
having previously elected to attempt to cure, that Seller is unable or unwilling
to do so, or (y) three (3) Business Days after Seller is deemed hereunder to
have elected not to attempt to cure such objections (and upon any such
termination under clause (ii) or (iii) above, Escrow Agent shall return the
Earnest Money to Purchaser). Notwithstanding anything to the contrary contained
elsewhere in this Agreement, Seller shall be obligated to cure or satisfy all
Monetary Objections at or prior to Closing, and if not otherwise cured or
satisfied, the proceeds of the Purchase Price shall be used at Closing for such
purpose.

      3.5. SERVICE CONTRACTS . At Closing, taking into account any credits or
prorations to be made pursuant to Article 5 hereof for payments coming due after
Closing but accruing prior to

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Closing, Purchaser will assume the obligations arising from and after the
Closing Date under each of those Service Contracts listed on EXHIBIT "I"
attached hereto except for that certain Agreement by and between Seller and
ThyssenKrupp Elevator Corporation, dated November 1, 2002, which Seller shall
terminate at Closing without cost to Purchaser.

      3.6. TERMINATION OF AGREEMENT. Purchaser shall have until the expiration
of the Inspection Period to determine, in Purchaser's sole opinion and
discretion, the suitability of the Property for acquisition by Purchaser or
Purchaser's permitted assignee. Purchaser shall have the right to terminate this
Agreement for any or no reason at any time on or before said time and date of
expiration of the Inspection Period by giving written notice to Seller of such
election to terminate. If Purchaser so elects to terminate this Agreement
pursuant to this Section 3.6, Escrow Agent shall pay the Initial Earnest Money
to Purchaser, whereupon, except for those provisions of this Agreement which by
their express terms survive the termination of this Agreement, no party hereto
shall have any other or further rights or obligations under this Agreement. If
Purchaser fails to so terminate this Agreement prior to the expiration of the
Inspection Period, Purchaser shall have no further right to terminate this
Agreement pursuant to this Section 3.6.

      3.7. CONFIDENTIALITY. All information acquired by Purchaser or any of its
designated representatives (including by way of example, but not in limitation,
the officers, directors, shareholders, partners, investors and employees of
Purchaser, and Purchaser's engineers, consultants, counsel and potential
lenders, and the officers, directors, shareholders and employees of each of
them) with respect to the Property, whether delivered by Seller or any of
Seller's representatives or obtained by Purchaser as a result of its inspection
and investigation of the Property, examination of Seller's books, records and
files in respect of the Property, or otherwise (collectively, the "Due Diligence
Material") shall be used to the extent necessary to consummate the transactions
contemplated by this Agreement and for no other purpose whatsoever. The terms
and conditions which are contained in this Agreement and all Due Diligence
Material which is not published as public knowledge or which is not generally
available in the public domain shall be kept in strict confidence by Purchaser
and shall not be disclosed to any individual or entity other than to the
representatives of Purchaser, its lenders and its investors who need to know the
information for the purpose of evaluating the Property in connection with
Purchaser's potential acquisition and financing thereof; provided, however, that
Purchaser, its affiliates or any entity advised by its affiliates shall have the
right to disclose any such information if required by applicable law or required
in connection with any agency, administrative, regulatory or other similar
filing, report or disclosure by any such parties or as may be necessary in
connection with any court action or proceeding with respect to this Agreement
and in consummating the transaction contemplated by this Agreement. Purchaser
shall and hereby agrees to indemnify and hold Seller harmless from and against
any and all loss, liability, cost, damage or expense that Seller may suffer or
incur (including, without limitation, reasonable attorneys' fees actually
incurred) as a result of the unpermitted disclosure or use of any of the Due
Diligence Material by Purchaser to any individual or entity other than as
expressly permitted herein and/or the use of any Due Diligence Material for any
purpose other than as herein contemplated and permitted. If Purchaser elects to
terminate this Agreement pursuant to any provision hereof permitting such
termination, or if the Closing contemplated hereunder fails to occur for any
reason (other than a default by Seller hereunder), Purchaser will

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<PAGE>

promptly return to Seller all Due Diligence Material delivered by Seller to
Purchaser in the possession of Purchaser and any of its representatives, and
destroy all copies, notes or abstracts or extracts thereof, and will destroy any
analyses, compilations, studies or other documents prepared by Purchaser or for
its use (whether in written or electronic form) containing or reflecting any Due
Diligence Material; provided, however, to the extent any such Due Diligence
Material was delivered to any third party consultant, lender or investor,
Purchaser shall only be required to use commercially reasonable efforts to
reacquire same and Purchaser shall not be obligated to obtain, return or destroy
any Due Diligence Material or information delivered to any governmental or
regulatory agency or authority. In the event of a breach or threatened breach by
Purchaser or any of its representatives of this Section 3.7, Seller shall be
entitled, in addition to other available remedies, to an injunction restraining
Purchaser or its representatives from disclosing, in whole or in part, any of
the Due Diligence Material and any of the terms and conditions of this
Agreement. Nothing contained herein shall be construed as prohibiting or
limiting Seller from pursuing any other available remedy, in law or in equity,
for such breach or threatened breach. The provisions of this Section 3.7 shall
survive any termination of this Agreement.

      3.8. TENANT CONTACT. Purchaser shall not contact any tenant at the
Property or representative of any such tenant, directly or indirectly, without
giving Melody H. Hanhan ("Seller's Representative") three (3) Business Days
prior telephonic notice of the date and time proposed by Purchaser for the
contact. Seller shall be entitled to have Seller's Representative present on any
telephonic or other contact made by Purchaser to any tenant. So long as Seller's
Representative is given at least three (3) Business Days prior written notice of
the date and time proposed by Purchaser for the contact with any tenant and such
proposed contact is during normal business hours, Seller agrees to cause
Seller's Representative to be available for such proposed contact.

                                   ARTICLE 4.
                REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS

      4.1. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby makes the
following representations and warranties to Purchaser:

      (a) Organization, Authorization and Consents. Seller is a duly organized
and validly existing limited liability company under the laws of the State of
Delaware, is qualified to do business in the State of California and is in good
standing in the State of Delaware and in the State of California. Seller has the
right, power and authority to enter into this Agreement and to convey the
Property in accordance with the terms and conditions of this Agreement, to
engage in the transactions contemplated in this Agreement and to perform and
observe the terms and provisions hereof. 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.

      (b) Action of Seller, Etc. Seller has taken all necessary action to
authorize the execution, delivery and performance of this Agreement and the
documents to be delivered by Seller hereunder, and upon the execution and
delivery of any document to be delivered by Seller

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<PAGE>

on or prior to the Closing, this Agreement and such document shall constitute
the valid and binding obligation and agreement of Seller, enforceable against
Seller in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws of general
application affecting the rights and remedies of creditors.

      (c) No Violations of Agreements. Neither the execution, delivery or
performance of this Agreement by Seller, nor compliance with the terms and
provisions hereof, will result in any breach of the terms, conditions or
provisions of, or conflict with or constitute a default under, or result in the
creation of any lien, charge or encumbrance upon the Property or any portion
thereof pursuant to the terms of any indenture, deed to secure debt, mortgage,
deed of trust, note, evidence of indebtedness, any judgment, order, injunction,
decree, regulation or ruling of any court or governmental agency, authority or
body, any organizational document of Seller or either of its members, or any
other agreement or instrument by which Seller is bound.

      (d) Litigation. Seller has not received written notice of any pending or
threatened, and has no knowledge of any threatened, suit, action or proceeding,
which (i) if determined adversely to Seller, would adversely affect the
Property, or (ii) questions the validity of this Agreement or any action taken
or to be taken pursuant hereto, or (iii) involves condemnation or eminent domain
proceedings involving the Property or any portion thereof.

      (e) Existing Leases. Other than the Leases listed on EXHIBIT "F" attached
hereto, there are no contracts or agreements with respect to the occupancy of
the Property or any portion or portions thereof which will be binding on
Purchaser after the Closing. The copies of the Leases heretofore delivered by
Seller to Purchaser are true, correct and complete copies thereof, and the
Leases are in full force and effect and have not been amended or modified in any
respect except as evidenced by amendments, modifications or similar documents
similarly delivered to Purchaser and constitute the entire agreement between
Seller and the tenants thereunder. Except as set forth in EXHIBIT "H" attached
hereto, Seller has not received any written notice of Seller's default or
failure to comply with the terms and provisions of the Leases which remain
uncured. To Seller's knowledge, no tenant or any guarantor of any Lease has
filed for bankruptcy, is subject to an involuntary bankruptcy proceeding, has
been adjudicated bankrupt or admitted in writing its inability to pay its debts
as they become due or had a receiver appointed for any of its assets.

      (f) Right of First Offer. No tenant or any other party has any right or
option (including any right of first refusal or right of first offer) to
purchase all or any part of the Property or any interest therein.

      (g) Leasing Commissions. There are no lease brokerage agreements, leasing
commission agreements or other agreements providing for payments of any amounts
for leasing activities or procuring tenants with respect to the Property or any
portion or portions thereof other than as disclosed in EXHIBIT "C" attached
hereto (the "Commission Agreements"). There are no agreements currently in
effect relating to the management and leasing of the Property other than as
disclosed on said EXHIBIT "C". All leasing commissions, brokerage fees and
management fees accrued or due and payable under the Commission Agreements as of
the date hereof and at the Closing have been or shall be paid by Seller in full.
The Commission

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Agreement by and between Cousins/Myers II, LLC and CB Richard Ellis, Inc., dated
March 27, 2000, as amended from time to time, and the Exclusive Leasing
Agreement by and between Cousins/Myers II, LLC and Cushman & Wakefield of
California, Inc., dated March 16, 2002, and those agreements which are not
evidenced by a written commission agreement described on EXHIBIT "C" shall be
terminated at Closing without cost, expense or liability to Purchaser. At
Closing, Purchaser shall assume the obligations and liabilities of Seller
arising from and after the Closing Date under that certain Commission Agreement
by and between Cousins/Myers II, LLC and Jones Lang LaSalle Americas, Inc.,
dated October 27, 2003. Notwithstanding the foregoing, Purchaser shall be
responsible for the payment of certain leasing commissions in accordance with
the provisions of Section 5.4(e) hereof.

      (h) Management Agreement. There is no agreement currently in effect
relating to the management of the Property.

      (i) Taxes and Assessments. Except as may be set forth on EXHIBIT "K"
attached hereto and made a part hereof, Seller has not filed, and has not
retained anyone to file, notices of protests against, or to commence action to
review, real property tax assessments against the Property.

      (j) Compliance with Laws. Except as set forth on EXHIBIT "H," Seller has
received no written notice alleging any violations of law (including any
Environmental Law), municipal or county ordinances, or other legal requirements
with respect to the Property where such violations remain outstanding and Seller
has no knowledge of any proceeding, investigation or inquiry regarding any such
violation.

      (k) Other Agreements. Except for the Leases, the Service Contracts, the
Commission Agreements and the Permitted Exceptions, there are no leases,
management agreements, brokerage agreements, leasing agreements or other
agreements or instruments in force or effect that grant to any person or any
entity (other than Seller) any right, title, interest or benefit in and to all
or any part of the Property or any rights relating to the use, operation,
management, maintenance or repair of all or any part of the Property which will
survive the Closing or be binding upon Purchaser other than those which
Purchaser has agreed in writing to assume prior to the expiration of the
Inspection Period (or is deemed to have agreed to assume) or which are
terminable upon thirty (30) days notice without payment of premium or penalty.

      (l) Seller Not a Foreign Person. Seller is not a "foreign person" which
would subject Purchaser to the withholding tax provisions of Section 1445 of the
Internal Revenue Code of 1986, as amended.

      (m) Employees. Seller has no employees to whom by virtue of such
employment Purchaser will have any obligation after the Closing.

      (n) 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 that would adversely
affect the insurability of the Property or cause any increase in the premiums
for insurance for the Property.

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      (o) Service Contracts. Seller has delivered true and correct copies of all
Service Contracts (including any amendments, modifications, or side letters
affecting the Service Contracts) to Purchaser. To Seller's knowledge, the
Service Contracts are in full force and effect and there are no uncured defaults
existing by any party thereto or thereunder.

      (p) Prohibited Persons. Neither Seller nor any of its members is, (i) a
person designated by the U.S. Department of Treasury's Office of Foreign Assets
Control from time to time as a "specially designated national or blocked person"
or similar status, or (ii) a person described in Section 1 of U.S. Executive
Order 13224, issued on September 23, 2001 or listed on the Annex (as amended to
date) of such Executive Order.

      (q) Bankruptcy. Neither Seller nor any member of Seller has filed for
bankruptcy, is subject to an involuntary bankruptcy proceeding, or has been
adjudicated bankrupt, admitted in writing its inability to pay its debts as they
become due or had a receiver appointed for any of its assets. Seller has not
commenced any dissolution proceedings.

      The representations and warranties made in this Agreement by Seller shall
be continuing and shall be deemed remade by Seller as of the Closing Date, with
the same force and effect as if made on, and as of, such date, subject to
Seller's right to update such representations and warranties by written notice
to Purchaser and in Seller's certificate to be delivered pursuant to Section
5.1(h) hereof; and said representations and warranties as so updated shall
survive for a period of one (1) year after the Closing Date.

      Except as otherwise expressly provided in this Agreement or in any
documents to be executed and delivered by Seller to Purchaser at the Closing,
Seller has not made, and Purchaser has not relied on, any information, promise,
representation or warranty, express or implied, regarding the Property, whether
made by Seller, on Seller's behalf or otherwise, including, without limitation,
the physical condition of the Property, the financial condition of the tenants
under the Leases, title to or the boundaries of the Property, pest control
matters, soil conditions, the presence, existence or absence of hazardous
wastes, toxic substances or other environmental matters, compliance with
building, health, safety, land use and zoning laws, regulations and orders,
structural and other engineering characteristics, traffic patterns, market data,
economic conditions or projections, past or future economic performance of the
tenants or the Property, and any other information pertaining to the Property or
the market and physical environments in which the Property is located. Purchaser
acknowledges (i) that Purchaser has entered into this Agreement with the
intention of making and relying upon its own investigation or that of
Purchaser's own consultants and representatives with respect to the physical,
environmental, economic and legal condition of the Property, and (ii) that
Purchaser is not relying upon any statements, representations or warranties of
any kind, other than those specifically set forth in this Agreement or in any
document to be executed and delivered by Seller to Purchaser at the Closing,
made (or purported to be made) by Seller or anyone acting or claiming to act on
Seller's behalf. Purchaser will inspect the Property and become fully familiar
with the physical condition thereof and, subject to the terms and conditions of
this Agreement, shall purchase the Property in its "as is" condition, "with all
faults," on the Closing Date. The provisions of this grammatical paragraph shall
survive the Closing until the expiration of any applicable statute of
limitations.

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      4.2. KNOWLEDGE DEFINED. All references in this Agreement to the "knowledge
of Seller" or "to Seller's knowledge" shall refer only to the actual knowledge
of Jack A. LaHue and Melody H. Hanhan, each of whom has been actively involved
in the management of Seller's business in respect of the Property in the
capacities of Senior Vice President/Senior Investment Officer of the managing
member of Seller, and Senior Property Manager, respectively, and Jack E. Myers
who has been actively involved in the management of Seller's business in respect
of the Property in the capacity of Chairman and Chief Executive Officer of Myers
Development Company, an affiliate of a principal of Seller. The term "knowledge
of Seller" or "to Seller's knowledge" shall not be construed, by imputation or
otherwise, to refer to the knowledge of Seller, or any affiliate of Seller, or
to any partner, beneficial owner, officer, director, agent, manager,
representative or employee of Seller, or any of their respective affiliates
other than those individuals specifically listed above, or to impose on any of
the individuals named above any duty to investigate the matter to which such
actual knowledge, or the absence thereof, pertains. There shall be no personal
liability on the part of the individuals named above arising out of any
representations or warranties made herein or otherwise.

      4.3. COVENANTS AND AGREEMENTS OF SELLER.

      (a) Leasing Arrangements. During the pendency of this Agreement, Seller
shall not accept any payments of rent under any Leases more than thirty (30)
days in advance and, without Purchaser's consent, shall not draw upon or apply
any Security Deposit. In addition, during the pendency of this Agreement, Seller
will not enter into any lease affecting the Property, or modify or amend in any
material respect, or terminate, any of the existing Leases without Purchaser's
prior written consent in each instance, which consent shall not be unreasonably
withheld, delayed or conditioned and which shall be deemed given unless withheld
by written notice to Seller given within three (3) Business Days after
Purchaser's receipt of Seller's written request therefor, each of which requests
shall be accompanied by (i) a copy of any proposed modification or amendment of
an existing Lease or of any new Lease that Seller wishes to execute between the
Effective Date and the Closing Date, including, without limitation, a
description of any Tenant Inducement Costs and leasing commissions associated
with any proposed renewal or expansion of an existing Lease or with any such new
Lease, and (ii) appropriate financial information on the applicable tenant and
such other information as Purchaser may reasonably require. If Purchaser fails
to notify Seller in writing of its approval or disapproval within said three (3)
Business Day period, such failure by Purchaser shall be deemed to be the
approval of Purchaser. At Closing, Purchaser shall reimburse Seller for any
Tenant Inducement Costs, leasing commissions or other expenses, including
reasonable attorneys' fees, actually paid by Seller pursuant to a renewal or
expansion of any existing Lease or new Lease approved (or deemed approved) by
Purchaser hereunder.

      (b) New Contracts. During the pendency of this Agreement, Seller will not
enter into any contract, equipment lease, license or other agreement, or modify,
amend, renew or extend any existing contract, equipment lease, license or other
agreement that will be an obligation affecting the Property or any part thereof
subsequent to the Closing without Purchaser's prior written consent in each
instance (which Purchaser agrees not to withhold or delay unreasonably), except
contracts entered into in the ordinary course of business that are terminable
without cause (and without penalty or premium) on 30 days (or less) notice.

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      (c) Operation of Property. During the pendency of this Agreement, Seller
shall continue to operate and manage the Property in a good and businesslike
fashion consistent with Seller's past practices.

      (d) Insurance. During the pendency of this Agreement, Seller shall, at its
expense, continue to maintain the fire, casualty and liability insurance
policies (including earthquake and terrorism coverage) (or reasonably equivalent
replacements thereof) covering the Improvements which are currently in force and
effect.

      (e) Tenant Estoppel Certificates. Seller shall endeavor in good faith (but
without obligation to incur any cost or expense) to obtain and deliver to
Purchaser prior to Closing a written Tenant Estoppel Certificate in the form
attached hereto as EXHIBIT "J" signed by each tenant under each of the Leases
(or if the applicable Lease provides for a particular form of estoppel
certificate to be given by the tenant thereunder or otherwise specifies the
content thereof, the Tenant Estoppel Certificate with respect to such Lease may
be in the form or with the content called for therein provided Seller first
requests from such tenant a Tenant Estoppel Certificate in the form attached
hereto as EXHIBIT "J"); provided that delivery of such signed Tenant Estoppel
Certificates shall be a condition of Closing only to the extent set forth in
Section 6.1(d) hereof; and in no event shall the inability or failure of Seller
to obtain and deliver said Tenant Estoppel Certificates be a default of Seller
hereunder.

      (f) Defaults Under Leases. During the pendency of this Agreement, Seller
shall deliver written notice to Purchaser of any defaults under the Leases which
are known to Seller.

      (g) Notices. During the pendency of this Agreement, Seller shall deliver
to Purchaser any written notice received by Seller relating to the Property from
any governmental authority, insurance carrier, tenant or other third party.

      (h) Material Alterations. During the pendency of this Agreement, Seller
shall not make any material alterations to the Property without the prior
written consent of Purchaser other than as required under the Leases or by law.

      (i) Intentionally Deleted.

      (j) Encumbrances. During the pendency of this Agreement, Seller shall 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
(other than the Permitted Exceptions specifically listed on EXHIBIT "G" attached
hereto) without promptly discharging the same.

      (k) Documents. During the pendency of this Agreement, Seller shall 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.

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<PAGE>

      (l) Representations, Warranties and Covenants. Seller shall not knowingly
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.

      (m) Other Contracts or Agreements. During the pendency of this Agreement,
Seller shall not enter into any contract or agreement regarding the sale,
financing or other disposition of all or any part of, or any interest in, the
Property or authorize the Broker or any other party to do so on its behalf
unless, and only to the extent, such contract or agreement is expressly subject
and subordinate to this Agreement in all respects.

      4.4. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

      (a) Organization, Authorization and Consents. Purchaser is a duly
organized and validly existing limited partnership under the laws of the State
of Delaware. Purchaser has the right, power and authority to enter into this
Agreement and to purchase the Property in accordance with the terms and
conditions of this Agreement, to engage in the transactions contemplated in this
Agreement and to perform and observe the terms and provisions hereof.

      (b) Action of Purchaser, Etc. Purchaser has taken all necessary action to
authorize the execution, delivery and performance of this Agreement, and upon
the execution and delivery of any document to be delivered by Purchaser on or
prior to the Closing, this Agreement and such document shall constitute the
valid and binding obligation and agreement of Purchaser, enforceable against
Purchaser in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws of general
application affecting the rights and remedies of creditors.

      (c) No Violations of Agreements. Neither the execution, delivery or
performance of this Agreement by Purchaser, nor compliance with the terms and
provisions hereof, will result in any breach of the terms, conditions or
provisions of, or conflict with or constitute a default under the terms of any
indenture, deed to secure debt, mortgage, deed of trust, note, evidence of
indebtedness or any other agreement or instrument by which Purchaser is bound.

      (d) Litigation. To Purchaser's knowledge, Purchaser has received no
written notice that any action or proceeding is pending or threatened which
questions the validity of this Agreement or any action taken or to be taken
pursuant hereto.

      The representations and warranties made in this Agreement by Purchaser
shall be continuing and shall be deemed remade by Purchaser as of the Closing
Date, with the same force and effect as if made on, and as of, such date subject
to Purchaser's right to update such representations and warranties by written
notice to Seller and in Purchaser's certificate to be delivered pursuant to
Section 5.2(d) hereof.

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<PAGE>

                                   ARTICLE 5.
                CLOSING DELIVERIES, CLOSING COSTS AND PRORATIONS

      5.1. SELLER'S CLOSING DELIVERIES. For and in consideration of, and as a
condition precedent to Purchaser's delivery to Seller of the Purchase Price,
Seller shall obtain or execute and deliver to Purchaser at Closing the following
documents, all of which shall be duly executed, acknowledged and notarized where
required:

      (a) Grant Deed. A grant deed with respect to the Land and Improvements, in
the form attached hereto as SCHEDULE 1 (the "Grant Deed"), subject only to the
Permitted Exceptions, and executed and acknowledged by Seller, together with any
required real estate transfer tax declarations or other similar documentation
required to evidence the payment of any documentary transfer tax imposed by the
state, county and city on the transaction contemplated hereby, which declaration
or similar documentation shall be set forth on a separate document not to be
recorded with the Grant Deed. The legal descriptions of the Land set forth in
said Grant Deed shall be based upon and conform to the applicable record title
legal description contained in Seller's vesting deeds;

      (b) Quitclaim Deed. If requested by Purchaser, one or more quitclaim deeds
to the Land and Improvements (or any portion or portions thereof), in form and
substance reasonably satisfactory to Seller, and executed and acknowledged by
Seller;

      (c) Bill of Sale. A bill of sale for the Personal Property in the form
attached hereto as SCHEDULE 3 (the "Bill of Sale");

      (d) Assignment and Assumption of Leases and Security Deposits. Two (2)
counterparts of an assignment and assumption of Leases and Security Deposits
and, to the extent required elsewhere in this Agreement, the obligations of
Seller under the Commission Agreements in the form attached hereto as SCHEDULE 2
(the "Assignment and Assumption of Leases"), executed and acknowledged by
Seller;

      (e) Assignment and Assumption of Service Contracts. Two (2) counterparts
of an assignment and assumption of Service Contracts in the form attached hereto
as SCHEDULE 4 (the "Assignment and Assumption of Service Contracts"), executed,
acknowledged and sealed by Seller;

      (f) General Assignment. An assignment of the Intangible Property in the
form attached hereto as SCHEDULE 5 (the "General Assignment"), executed and
acknowledged by Seller;

      (g) Seller's Affidavit. An owner's affidavit substantially in the form
attached hereto as SCHEDULE 6 ("Seller's Affidavit"), stating that there are no
known boundary disputes with respect to the Property, that there are no parties
in possession of the Property other than Seller and the tenants under the
Leases, that any improvements or repairs made by, or for the account of, or at
the instance of Seller to or with respect to the Property within ninety-five
(95) days prior to the Closing have been paid for in full (or that adequate
provision has been made therefor to the

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<PAGE>

reasonable satisfaction of the Title Company), and including such other matters
as may be reasonably requested by the Title Company;

      (h) Seller's Certificate. A certificate in the form attached hereto as
SCHEDULE 7 ("Seller's Certificate"), evidencing the reaffirmation of the truth
and accuracy in all material respects of Seller's representations and warranties
set forth in Section 4.1 hereof, with such modifications thereto as may be
appropriate in light of any change in circumstance since the Effective Date;

      (i) FIRPTA Certificate A FIRPTA Certificate in the form attached hereto as
SCHEDULE 8;

      (j) Withholding Exemption Certificate. A Withholding Exemption Certificate
(California Form 593-W) ("Withholding Exemption Certificate") to establish that
the proceeds of the sale of Property are not subject to the withholding laws of
the State of California;

      (k) Evidence of Authority A copy of resolutions of the Board of Directors
of Seller, certified by the Secretary or Assistant Secretary of Seller to be in
force and unmodified as of the date and time of Closing, authorizing the
transactions contemplated herein, the execution and delivery of the documents
required hereunder, and designating the signatures of the persons who are to
execute and deliver all such documents on behalf of Seller or if Seller is not a
corporation, such documentation as Purchaser or Purchaser's title insurer may
reasonably require to establish that this Agreement, the transaction
contemplated herein, and the execution and delivery of the documents required
hereunder, are duly authorized, executed and delivered;

      (l) Settlement Statement A settlement statement setting forth the amounts
paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant
to this Agreement;

      (m) Surveys and Plans. Such surveys, site plans, plans and specifications,
and other matters relating to the Property as are in the possession of Seller or
its property manager to the extent not theretofore delivered to Purchaser;

      (n) Certificates of Occupancy; Licenses; Permits. To the extent the same
are in Seller's or its property manager's possession, original or, if originals
are not available, photocopies of certificates of occupancy, licenses and
permits for all space within the Improvements located on the Property;

      (o) Leases. To the extent the same are in Seller's or its property
manager's possession, original executed counterparts of the Leases;

      (p) Tenant Estoppel Certificates. All originally executed Tenant Estoppel
Certificates as may be in Seller's or its property manager's possession;

      (q) Notices of Sale to Tenants. Seller will join with Purchaser in
executing a notice, in form and content reasonably satisfactory to Seller and
Purchaser (the "Tenant Notices of Sale"), which Purchaser shall send to each
tenant under the Leases informing such tenant of the

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<PAGE>

sale of the Property and of the assignment to and assumption by Purchaser of
Seller's interest in the Leases and the Security Deposits and directing that all
rent and other sums payable for periods after the Closing under such Lease shall
be paid as set forth in said notices;

      (r) Notices of Sale to Service Contractors and Leasing Agents. Seller will
join with Purchaser in executing notices, in form and content reasonably
satisfactory to Seller and Purchaser (the "Other Notices of Sale"), which
Purchaser shall send to each service provider and leasing agent under the
Service Contracts and Commission Agreements (as the case may be) assumed by
Purchaser at Closing informing such service provider or leasing agent (as the
case may be) of the sale of the Property and of the assignment to and assumption
by Purchaser of Seller's obligations under the Service Contracts and Commission
Agreements arising after the Closing Date and directing that all future
statements or invoices for services under such Service Contracts and/or
Commission Agreements for periods after the Closing be directed to Seller or
Purchaser as set forth in said notices;

      (s) Keys and Records. All of the keys to any door or lock on the Property
and the original tenant files and other books and records (excluding any
appraisals, budgets, strategic plans for the Property, internal analyses,
information regarding the marketing of the Property for sale, submissions
relating to Seller's obtaining of corporate authorization, attorney and
accountant work product, attorney-client privileged documents, or other
information in the possession or control of Seller which Seller reasonably deems
proprietary) relating to the Property in Seller's or its property manager's
possession;

      (t) Parent Guaranty. The Parent Guaranty executed and acknowledged by
Parent pursuant to Section 11.6 of this Agreement; and

      (u) Other Documents. Such other documents as shall be reasonably requested
by Purchaser's counsel or title insurer to effectuate the purposes and intent of
this Agreement.

      5.2. PURCHASER'S CLOSING DELIVERIES. Purchaser shall obtain or execute and
deliver to Seller at Closing the following documents, all of which shall be duly
executed, acknowledged and notarized where required:

      (a) Assignment and Assumption of Leases. Two (2) counterparts of the
Assignment and Assumption of Leases, executed and acknowledged by Purchaser;

      (b) Assignment and Assumption of Service Contracts. Two (2) counterparts
of the Assignment and Assumption of Service Contracts, executed and acknowledged
by Purchaser;

      (c) General Assignment. Two (2) counterparts of the General Assignment,
executed and acknowledged by Purchaser;

      (d) Purchaser's Certificate. A certificate in the form attached hereto as
SCHEDULE 9 ("Purchaser's Certificate"), evidencing the reaffirmation of the
truth and accuracy in all material respects of Purchaser's representations and
warranties contained in Section 4.4 hereof, with such

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<PAGE>

modifications thereto as may be appropriate in light of any change in
circumstances since the Effective Date;

      (e) Notice of Sale to Tenants. The Tenant Notices of Sale, executed by
Purchaser, as contemplated in Section 5.1(q) hereof;

      (f) Notices of Sale to Service Contractors and Leasing Agents. The Other
Notices of Sale to service providers and leasing agents, as contemplated in
Section 5.1(r) hereof;

      (g) Settlement Statement A settlement statement setting forth the amounts
paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant
to this Agreement;

      (h) Evidence of Authority. A copy of resolutions of the Board of Directors
of Purchaser, certified by the Secretary or Assistant Secretary of Purchaser to
be in force and unmodified as of the date and time of Closing, authorizing the
purchase contemplated herein, the execution and delivery of the documents
required hereunder, and designating the signatures of the persons who are to
execute and deliver all such documents on behalf of Purchaser or if Purchaser is
not a corporation, such documentation as Seller may reasonably require to
establish that this Agreement, the transaction contemplated herein, and the
execution and delivery of the documents required hereunder, are duly authorized,
executed and delivered; and

      (i) Other Documents. Such other documents as shall be reasonably requested
by Seller's counsel to effectuate the purposes and intent of this Agreement.

      5.3. CLOSING COSTS. Seller shall pay the cost of the documentary stamps or
transfer taxes imposed by the State of California and/or the County of San
Francisco and/or the City of San Francisco upon the conveyance of the Property
pursuant hereto; the attorneys' fees of Seller; one-half of any escrow closing
fees; the costs of recording any documents or instruments required to cure and
remove the Monetary Objections and any other exceptions to title which Seller
agreed to cure; and all other costs and expenses incurred by Seller in closing
and consummating the purchase and sale of the Property pursuant hereto.
Purchaser shall pay the cost of any owner's title insurance premium and title
examination fees; the cost of the Survey; except as provided above, all
recording fees on all instruments to be recorded in connection with this
transaction; the attorneys' fees of Purchaser; one-half of any escrow closing
fees charged by the Title Company; and all other costs and expenses incurred by
Purchaser in the performance of Purchaser's due diligence inspection of the
Property and in closing and consummating the purchase and sale of the Property
pursuant hereto.

      5.4. PRORATIONS AND CREDITS. The following items in this Section 5.4 shall
be adjusted and prorated between Seller and Purchaser as of 11:59 P.M. on the
day preceding the Closing, based upon the actual number of days in the
applicable month or year:

      (a) Taxes. All general real estate taxes imposed by any governmental
authority ("Taxes") for the year in which the Closing occurs shall be prorated
between Seller and Purchaser as of the Closing. If the Closing occurs prior to
the receipt by Seller of the tax bill for the calendar year or other applicable
tax period in which the Closing occurs, Taxes shall be

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<PAGE>

prorated for such calendar year or other applicable tax period based upon the
prior year's (or such other applicable period's) tax bill.

      (b) Reproration of Taxes. After receipt of final Taxes and other bills,
Purchaser shall prepare and present to Seller a calculation of the reproration
of such Taxes and other items, based upon the actual amount of such items
charged to or received by the parties for the year or other applicable fiscal
period. The parties shall make the appropriate adjusting payment between them
within thirty (30) days after presentment to Seller of Purchaser's calculation
and appropriate back-up information. Purchaser shall provide Seller with
appropriate backup materials related to the calculation, and Seller may inspect
Purchaser's books and records related to the Property to confirm the
calculation. The provisions of this Section 5.4(b) shall survive the Closing for
a period of three (3) years after the Closing Date.

      (c) Rents, Income and Other Expenses. Rents and any other amounts payable
by tenants shall be prorated as of the Closing Date and be adjusted against the
Purchase Price on the basis of a schedule which shall be prepared by Seller and
delivered to Purchaser for Purchaser's review and approval at least three (3)
Business Days prior to Closing. Purchaser shall receive at Closing a credit for
Purchaser's pro rata share of the rents, additional rent, common area
maintenance charges, tenant reimbursements and escalations, and all other
payments payable for the month of Closing and for all other rents and other
amounts that apply to periods from and after the Closing, but which are received
by Seller prior to Closing. Purchaser agrees to pay to Seller, upon receipt, any
rents or other payments by tenants under their respective Leases that apply to
periods prior to Closing but are received by Purchaser after Closing; provided,
however, that any delinquent rents or other payments by tenants shall be applied
first to any reasonable third-party costs incurred by Purchaser in collecting
any such rents or payments, and then to any current amounts owing by such
tenants, then to delinquent rents in the order in which such rents are most
recently past due, with the balance, if any, paid over to Seller to the extent
of delinquencies existing at the time of Closing to which Seller is entitled; it
being understood and agreed that Purchaser shall not be legally responsible to
Seller for the collection of any rents or other charges payable with respect to
the Leases or any portion thereof, which are delinquent or past due as of the
Closing Date; but Purchaser agrees that Purchaser shall send monthly notices for
a period of three (3) consecutive months in an effort to collect any rents and
charges not collected as of the Closing Date. Any reimbursements payable by any
tenant under the terms of any tenant lease affecting the Property as of the
Closing Date, which reimbursements pertain to such tenant's pro rata share of
increased operating expenses or common area maintenance costs incurred with
respect to the Property at any time prior to the Closing, shall be prorated upon
Purchaser's actual receipt of any such reimbursements, on the basis of the
number of days of Seller and Purchaser's respective ownership of the Property
during the period in respect of which such reimbursements are payable; and
Purchaser agrees to pay to Seller Seller's pro rata portion of such
reimbursements (after deducting any reasonable third-party costs incurred by
Purchaser in collecting same) within thirty (30) days after Purchaser's receipt
thereof. Conversely, if any tenant under any such Lease shall become entitled at
any time after Closing to a refund of tenant reimbursements actually paid by
such tenant prior to Closing, then, Seller shall, within thirty (30) days
following Purchaser's demand therefor, pay to Purchaser an amount equal to
Seller's pro rata share of such reimbursement refund obligations, said proration
to be calculated on the same basis as hereinabove set forth. Notwithstanding the
foregoing, however, after the date which is three (3) months after

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the Closing Date, Seller may attempt to collect sums due Seller for periods
attributable to Seller's ownership of the Property directly from tenants,
provided, however, in no event will Seller have the right to threaten or
institute any legal proceeding to collect such sums, or threaten the termination
or terminate any Lease, and Purchaser shall have no obligation to collect any
such sums after Seller brings collection efforts with respect to such sums. The
provisions of this Section 5.4(c) shall survive the Closing for a period of one
(1) year after the Closing Date (provided that with respect only to adjustments
or re-prorations related to any Taxes, such provisions shall survive the Closing
for a period of three (3) years after the Closing Date).

      (d) Percentage Rents. Percentage rents, if any, collected by Purchaser
from any tenant under such tenant's Lease for the percentage rent accounting
period in which the Closing occurs shall be prorated between Seller and
Purchaser as of the Closing Date, as, if, and when received by Purchaser, such
that Seller's pro rata share shall be an amount equal to the total percentage
rentals paid for such percentage rent accounting period under the applicable
Lease multiplied by a fraction, the numerator of which shall be the number of
days in such accounting period prior to Closing and the denominator of which
shall be the total number of days in such accounting period; provided, however,
that such proration shall be made only at such time as such tenant is current
or, after application of a portion of such payment, will be current in the
payment of all rental and other charges under such tenant's Lease that accrue
and become due and payable from and after the Closing and Purchaser shall be
entitled to deduct from Seller's portion thereof a prorata portion of any
reasonable third-party costs incurred by Purchaser in collecting same. The
provisions of this Section 5.4(d) shall survive the Closing for a period of one
(1) year after the Closing Date.

      (e) Tenant Inducement Costs. Set forth on EXHIBIT "L" attached hereto and
made a part hereof is a list of tenants at the Property with respect to which
Tenant Inducement Costs and/or leasing commissions have not been paid in full as
of the Effective Date. The responsibility for the payment of such Tenant
Inducement Costs and leasing commissions shall be allocated as between Seller
and Purchaser as set forth on EXHIBIT "L". All of such Tenant Inducement Costs
and leasing commissions set forth on EXHIBIT "L" become due and payable after
the scheduled date for Closing under this Agreement. Accordingly, if said
amounts which are the responsibility of Seller as set forth on EXHIBIT "L" have
not been paid in full on or before the Closing Date, Purchaser shall assume such
payment obligation at Closing, and Purchaser shall receive a credit against the
Purchase Price in the aggregate amount of the said unpaid Tenant Inducement
Costs and leasing commissions. Except as may be specifically provided to the
contrary elsewhere in this Agreement, from and after the Closing, Purchaser
shall be responsible for the payment of all Tenant Inducement Costs and leasing
commissions which (i) become due and payable (whether before or after Closing)
as a result of any renewals or extensions or expansions of existing Leases
approved or deemed approved by Purchaser in accordance with Section 4.3(a)
hereof between the Effective Date and the Closing Date or exercised by any
tenant after the Effective Date pursuant to rights existing in the Leases which
are in effect as of the Effective Date, (ii) are due and payable under any new
Leases, approved or deemed approved by Purchaser in accordance with said Section
4.3(a), and (iii) are listed on EXHIBIT "L" attached hereto (provided Purchaser
receives at Closing the credit described above for those which are designed
"Seller's Responsibility" on said EXHIBIT "L"). The provisions of this Section
5.4(e) shall survive the Closing for the period of any applicable statute of
limitations.

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      (f) Security Deposits. Purchaser shall receive at Closing a credit for all
Security Deposits (other than letters of credit to which Section 5.4(g) shall
apply) transferred and assigned to Purchaser at Closing in connection with the
Leases, together with a detailed inventory of such Security Deposits. Seller and
Purchaser hereby agree and acknowledge that Purchaser is only assuming
obligations under the Security Deposits to the extent Purchaser receives a
credit therefor at Closing and that Seller shall remain solely liable and
responsible for any claims made by tenants for any portion of the Security
Deposits for which Purchaser did not receive such credit at Closing. The
provisions of this Section 5.4(f) shall survive the Closing for the period of
any applicable statute of limitations.

      (g) Letters of Credit. Seller shall deliver to Purchaser at Closing (i)
all original letters of credit serving as tenant security deposits, and (ii) any
document necessary for the assignment and transfer of each such letter of credit
to Purchaser (or the amendment of such letter of credit to show Purchaser as the
beneficiary or payee thereof) fully executed by Seller in accordance with the
requirements of such letter of credit (and any related transfer documentation
required thereby from Seller). Purchaser shall receive at Closing a credit in
the amount of any assignment, amendment or transfer fee required for such
assignment and transfer of each such letter of credit to Purchaser (or for any
such amendment).

      (h) Operating Expenses. Personal property taxes, installment payments of
special assessment liens, vault charges, sewer charges, utility charges, and
normally prorated operating expenses (including, but not limited to, amounts
payable to the Children's Council of San Francisco, the Transportation
Management Association of San Francisco and the Central Employment Brokerage
Association) actually paid or payable as of the Closing Date shall be prorated
as of the Closing Date and adjusted against the Purchase Price, provided that
within ninety (90) days after the Closing, Purchaser and Seller will make a
further adjustment for such taxes, charges and expenses which may have accrued
or been incurred prior to the Closing Date, but not collected or paid at that
date. In addition, within one hundred twenty (120) days after the close of the
fiscal year(s) used in calculating the pass-through to tenants of operating
expenses and/or common area maintenance costs under the Leases (where such
fiscal year(s) include(s) the Closing Date), Seller and Purchaser shall, upon
the request of either, re-prorate on a fair and equitable basis in order to
adjust for the effect of any credits or payments due to or from tenants for
periods prior to the Closing Date. All prorations shall be made based on the
number of calendar days in such year or month, as the case may be. The
provisions of this Section 5.4(h) shall survive the Closing for a period of one
(1) year after the Closing Date (provided that with respect only to adjustments
or re-prorations related to any Taxes, such provisions shall survive the Closing
for a period of three (3) years after the Closing Date).

      (i) Lease Adjustments. Seller shall be solely responsible for, and shall
indemnify, defend and hold harmless Purchaser (its successors and assigns) from
and against, any loss (including loss of income), cost or expense associated
with any Proposition 13 buydown, payment, or adjustment payable to any tenant,
or the amount of any tax increase which any tenant is not obligated to pay,
under any of the Leases listed on EXHIBIT "L" attached hereto in connection with
the sale of the Property to Purchaser (but not any subsequent sale of the
Property by Purchaser or its assigns), to the extent such buydown, payment,
adjustment or tax increase relates to the initial

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<PAGE>

term of such tenant's Lease. Purchaser and Seller acknowledge and agree that
Seller shall have the right to contest any claim made by any such tenant for any
such buydown, payment or adjustment or the right to dispute whether any such
tenant is obligated by its Lease to pay any such tax increase, and that
Purchaser shall not settle or compromise any such claim or dispute without
Seller's prior written consent thereto. Purchaser further agrees that promptly
upon the request and at the direction of Seller, Purchaser will enter (whether
as initiator or respondent) arbitration and/or litigation against any such
tenant for the purpose of resolving any such claim or dispute, which arbitration
and/or litigation shall be conducted as directed by Seller (and, if desired by
Seller, with professionals selected by Seller) and at the sole cost and expense
of Seller; and Seller covenants and agrees to pay all costs and expenses of such
arbitration and/or litigation and to indemnify and hold Purchaser harmless from
and against all loss, cost, damage and expense resulting therefrom. Seller shall
use its best efforts to resolve and settle any such claim made by any such
tenant or any such dispute raised by Seller (and deliver to Purchaser reasonably
satisfactory written evidence of such resolution and settlement) as soon as
possible, and in all events within ninety (90) days after Seller receives (x)
written notice of such claim from such tenant or Purchaser, or (y) written
notice from Purchaser or such tenant that such tenant believes such tenant's
Lease does not obligate such tenant to pay all or a portion of such tax increase
. In the event Seller fails to so resolve or settle such claim or dispute (and
deliver such evidence to Purchaser, together with any payment due from Seller to
Purchaser hereunder as a result of such settlement or resolution) within such
90-day period, Seller shall deposit into an escrow account, with an escrow agent
and governed by an escrow agreement, in each case reasonably acceptable to
Purchaser and Seller, (1) the amount of the buydown, adjustment, or payment
claimed by such tenant, or (2) the amount of such tax increase which such tenant
asserts it is not obligated to pay under its Lease for the remainder of the
initial term thereof. The amount deposited into such escrow shall be held in an
interest bearing account (or other form of investment acceptable to Purchaser)
with interest and other income derived therefrom to be paid to Seller. In the
event such escrow is established as a result of any such claim by a tenant for a
buydown, payment or adjustment, the amount deposited therein shall be released
(x) to Seller upon Purchaser's and such escrow agent's receipt of reasonably
satisfactory written evidence of the final resolution and settlement of all such
claims by the applicable tenant and of the receipt by such tenant of all
payments, buydowns or adjustments due to such tenant as a result of such
settlement (and, if applicable, receipt by Purchaser of any payment due from
Seller to Purchaser hereunder as a result of such settlement), or (y) to
Purchaser in the event such evidence of resolution, settlement and payment is
not received by Purchaser and such escrow agent within one hundred eighty (180)
days after such escrow account is established, in which case Purchaser shall pay
over to the tenant, to the extent sufficient sums are received by Purchaser from
the escrow account therefor, the amount due to such Tenant under its Lease in
settlement of such tenant's claims, and Purchaser shall retain the remainder. In
the event such escrow is established as a result of Seller disputing any
assertion by any such tenant that such tenant is not obligated to pay an amount
of such tax increase under its Lease, the amount deposited therein shall be
released (i) to Seller upon Purchaser's and such escrow agent's receipt of
reasonably satisfactory written evidence of the final resolution and settlement
of such dispute and receipt by Purchaser of an amount equal to the amount of
such tax increase which such tenant is not obligated to pay, if any, under its
Lease for the period from the Closing Date through end of the initial term of
such Lease (discounted to present value as of the date of such receipt utilizing
a discount rate of 8% per year), or (ii) to Purchaser in the event such evidence
of resolution is not received by Purchaser and such escrow agent and any payment
due from Seller to Purchaser

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<PAGE>

hereunder is not received by Purchaser within one hundred eighty (180) days
after such escrow account is established. Notwithstanding the foregoing, if
prior to the expiration of the applicable 180 day period described above, Seller
has requested Purchaser to initiate or respond to arbitration or litigation
against such tenant, then such 180 day period shall be extended until the
earlier of (a) 30 days after the rendering of a final decision in arbitration
without the tenant having initiated litigation or Seller requesting Purchaser to
initiate litigation, or (b) 15 days after final resolution of such litigation
and the expiration of any applicable time period within which an appeal of such
resolution is allowed by law, without any such appeal being filed. Purchaser
agrees that Purchaser will keep the terms of this Section 5.4(i) in strict
confidence and not disclose such terms to any individual or entity except as
required by law or in connection with any agency, administrative, regulatory or
other similar filing, report or disclosure or as may be necessary in connection
with any arbitration or litigation with any tenant under the Leases listed on
EXHIBIT "L" hereto or to Purchaser's attorneys, lenders or investors.

      The provisions of this Section 5.4(i) shall survive the Closing for a
period of four (4) years after the Closing Date.

      (j) Insurance Policies. As of the Closing Date, Seller shall cancel any
insurance policies related to the Property and the premiums therefor shall not
be prorated.

                                   ARTICLE 6.
                              CONDITIONS TO CLOSING

      6.1. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS. The obligations of
Purchaser hereunder to consummate the transaction contemplated hereunder shall
in all respects be conditioned upon the satisfaction of each of the following
conditions prior to or simultaneously with the Closing, any of which may be
waived by Purchaser in its sole discretion only by written notice, expressly
waiving the applicable condition, delivered to Seller at or prior to the Closing
Date:

      (a) Seller shall have delivered to Purchaser all of the items required to
be delivered to Purchaser pursuant to the terms of this Agreement, including,
but not limited to Section 5.1 hereof;

      (b) Seller shall have performed, in all material respects, all covenants,
agreements and undertakings of Seller contained in this Agreement;

      (c) All representations and warranties of Seller as set forth in this
Agreement shall be true and correct in all material respects as of the date of
this Agreement and as of Closing, provided that solely for purposes of this
subparagraph such warranties and representations shall be deemed to be given
without being limited to Seller's knowledge and without modification (by update
or otherwise, as provided in Section 5.1(h) hereof); and

      (d) Tenant Estoppel Certificates executed by tenants occupying not less
than eighty-five percent (85%) of the aggregate net rentable square footage
under the Leases in effect in the Improvements located on the Property
(including, without limitation, Tenant Estoppel

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<PAGE>

Certificates executed by each of the Major Tenants), with each such estoppel
certificate (i) to be substantially in the form attached hereto as EXHIBIT "J"
(or if the applicable Lease provides for a particular form of estoppel
certificate to be given by the tenant thereunder or otherwise specifies the
content thereof, the Tenant Estoppel Certificate may be in the form or with the
content called for in the Lease, provided Seller first uses reasonable efforts
to obtain from such tenant a Tenant Estoppel Certificate in the form attached
hereto as EXHIBIT "K"), (ii) to be dated no earlier than the Effective Date of
this Agreement, (iii) to confirm the material terms of the applicable Lease, as
contained in the copies of the Leases obtained by or delivered to Purchaser, and
(iv) to confirm the absence of any material defaults under the applicable Lease.
Any Tenant Estoppel Certificate shall be deemed unacceptable and shall not count
towards satisfaction of the conditions set forth herein if such certificate
reveals any adverse matters (e.g., defaults by landlord or tenant, rent,
allowances, termination rights or other economic factors not consistent with the
Leases delivered to Purchaser pursuant to Section 3.2(a)(iii)). Notwithstanding
anything to the contrary contained herein, if any tenant deletes or modifies
paragraph 14 in the form Tenant Estoppel Certificate attached hereto as EXHIBIT
"J", such deletion or modification shall not cause Purchaser to reject or
request additional revisions to such Tenant Estoppel Certificate. The delivery
of said Tenant Estoppel Certificates shall be a condition of Purchaser's
obligations at Closing, and the failure or inability of Seller to obtain and
deliver said Tenant Estoppel Certificates shall not constitute a default by
Seller under this Agreement. Notwithstanding anything to the contrary contained
herein, in the event that Seller has been unable to obtain and deliver to
Purchaser by Closing, Tenant Estoppel Certificates meeting the requirements set
forth above, then, at the option of Seller, this condition to Closing may be
satisfied by Seller's execution and delivery to Purchaser at Closing in favor of
Purchaser, on behalf of any one or more tenants who are not Major Tenants which
have failed to provide the required Tenant Estoppel Certificate an estoppel
certificate substantially in the form attached hereto as SCHEDULE 10 ("Seller's
Estoppel") (provided that Seller Estoppels cannot be delivered with respect to
tenants occupying more than ten percent (10%) of the aggregate net rentable
square footage of all of the Improvements; and provided that Seller's liability
under any such Seller's Estoppel so executed and delivered by Seller to
Purchaser at Closing shall cease and terminate upon the receipt by Purchaser
after Closing of a duly executed Tenant Estoppel Certificate from the tenant
under the applicable Lease covered in such Seller's Estoppel) but only to the
extent such Tenant Estoppel Certificate is not at variance with such Seller's
Estoppel).

Seller hereby agrees to deliver to each of the tenants under the Leases
Purchaser's (or its lender's) form of subordination, non-disturbance and
attornment agreement provided that Seller will not delay the delivery of a
Tenant Estoppel Certificate to each tenant under the Leases; and in no event
shall the receipt of such subordination, non-disturbance or attornment
agreements by Purchaser or its lender be a condition to Closing.

      (e) No order or injunction shall have been issued by any court or
administrative agency which restricts or prohibits the transaction contemplated
by this Agreement.

      (f) Intentionally deleted.

      (g) No Major Tenant shall be in default under its Lease (beyond any
applicable notice and grace period set forth therein) with respect to the
payment of base or basic rental thereunder,

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<PAGE>

and no Major Tenant (or any guarantor of any Major Tenant's Lease) shall have
filed for bankruptcy, be subject to an involuntary bankruptcy proceeding, been
adjudicated bankrupt or admitted in writing its inability to pay its debts as
they become due or have had a receiver appointed for any of its assets.

In the event any of the conditions in this Section 6.1 have not been satisfied
(or otherwise expressly waived in writing by Purchaser) prior to or on the
Closing Date (as same may be extended or postponed as provided in this
Agreement), Purchaser shall have the right to terminate this Agreement by
written notice to Seller given prior to the Closing, whereupon (i) Escrow Agent
shall return the Earnest Money to Purchaser; and (ii) except for those
provisions of this Agreement which by their express terms survive the
termination of this Agreement, no party hereto shall have any other or further
rights or obligations under this Agreement.

      6.2. CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS. The obligations of
Seller hereunder to consummate the transaction contemplated hereunder shall in
all respects be conditioned upon the satisfaction of each of the following
conditions prior to or simultaneously with the Closing, any of which may be
waived by Seller in its sole discretion by written notice to Purchaser at or
prior to the Closing Date:

      (a) Purchaser shall have paid and Seller shall have received the Purchase
Price, as adjusted pursuant to the terms and conditions of this Agreement, which
Purchase Price shall be payable in the amount and in the manner provided for in
this Agreement;

      (b) Purchaser shall have delivered to Seller all of the items required to
be delivered to Seller pursuant to the terms of this Agreement, including, but
not limited to Section 5.2 hereof;

      (c) Purchaser shall have performed, in all material respects, all
covenants, agreements and undertakings of Purchaser contained in this Agreement;
and

      (d) All representations and warranties of Purchaser as set forth in this
Agreement shall be true and correct in all material respects as of the date of
this Agreement and as of Closing, provided that solely for purposes of this
subparagraph such warranties and representations shall be deemed to be given
without being limited to Purchaser's knowledge and without modification (by
update or otherwise, as provided in Section 5.2(e) hereof).

                                   ARTICLE 7.
                            CASUALTY AND CONDEMNATION

      7.1. CASUALTY. Risk of loss up to and including the Closing Date shall be
borne by Seller. In the event of any immaterial damage or destruction to the
Property or any portion thereof, Seller and Purchaser shall proceed to close
under this Agreement, and Purchaser will receive (and Seller will assign to
Purchaser at the Closing Seller's rights under insurance policies to receive)
any insurance proceeds (including any rent loss insurance applicable to any
period on and after the Closing Date) due Seller as a result of such damage or
destruction (less any amounts reasonably expended for restoration or collection
of proceeds) and assume responsibility for such repair, and Purchaser shall
receive a credit at Closing for any deductible

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<PAGE>

amount under said insurance policies and for any proceeds previously paid to
Seller and not applied to the costs of restoration. Seller shall cooperate with
Purchaser after the Closing to assist Purchaser in obtaining the insurance
proceeds from Seller's insurers. For purposes of this Agreement, the term
"immaterial damage or destruction" shall mean such instances of damage or
destruction: (i) which can be repaired or restored at a cost of $1,000,000.00 or
less; (ii) which can be restored and repaired within one hundred twenty (120)
days from the date of such damage or destruction; (iii) which are not so
extensive as to allow any Major Tenant to terminate its Lease on account of such
damage or destruction; and (iv) in which Seller's rights under its casualty and
rent loss insurance policy covering the Property are fully assignable to
Purchaser and such rent loss policy (and the coverage and proceeds assigned to
Purchaser thereunder) will continue pending restoration and repair of the damage
or destruction and will be sufficient to replace all income lost as a result of
such damage or destruction.

      In the event of any material damage or destruction to the Property or any
portion thereof, Purchaser may, at its option, by notice to Seller given within
the earlier of twenty (20) days after Purchaser is notified by Seller in writing
of such damage or destruction, or the Closing Date, but in no event less than
ten (10) days after Purchaser is notified by Seller of such damage or
destruction (and if necessary the Closing Date shall be extended to give
Purchaser the full 10-day period to make such election): (i) terminate this
Agreement, whereupon Escrow Agent shall immediately return the Earnest Money to
Purchaser, or (ii) proceed to close under this Agreement, receive (and Seller
will assign to Purchaser at the Closing Seller's rights under insurance policies
to receive) any insurance proceeds (including any rent loss insurance applicable
to the period on or after the Closing Date) due Seller as a result of such
damage or destruction (less any amounts reasonably expended for restoration or
collection of proceeds) and assume responsibility for such repair, and Purchaser
shall receive a credit at Closing for any deductible amount under said insurance
policies and for any proceeds previously paid to Seller and not applied to the
costs of restoration. If Purchaser fails to deliver to Seller notice of its
election within the period set forth above, Purchaser will conclusively be
deemed to have elected to terminate and receive a refund of the Earnest Money as
provided in clause (i) of the preceding sentence. If Purchaser elects clause
(ii) above, Seller will cooperate with Purchaser after the Closing to assist
Purchaser in obtaining the insurance proceeds from Seller's insurers. For
purposes of this Agreement "material damage or destruction" shall mean all
instances of damage or destruction that are not immaterial, as defined herein.

      Notwithstanding anything to the contrary contained in this Agreement, to
the extent any damage or destruction to the Property is not covered by insurance
or the proceeds which are anticipated to be paid under the applicable insurance
policies will be insufficient to fully repair all such damage or destruction and
to fully replace all rent and other income to be lost during such repair
("Underinsured Casualty"), Purchaser may terminate this Agreement by delivering
written notice to Seller on or prior to the earlier of twenty (20) days after
Purchaser is notified by Seller in writing of such Underinsured Casualty, or the
Closing Date, but in no event less than ten (10) days after Purchaser is
notified by Seller of such damage or destruction (and if necessary the Closing
Date shall be extended to give Purchaser the full 10-day period to make such
decision), unless within the applicable time period Seller (without having
obligation to do so) agrees to (a) repair such damage or destruction in full
before the Closing, or (b) provide Purchaser with a credit at Closing equal to
the amount reasonably estimated by Purchaser and

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<PAGE>

Seller to be necessary for the repair of the damage and replacement of such lost
rent and other income caused by any such Underinsured Casualty. Upon any
termination by Purchaser under this Section 7.1, Purchaser shall be entitled to
the immediate return of the Earnest Money.

      7.2. CONDEMNATION. If, prior to the Closing, all or any part of the
Property is subjected to a bona fide threat of condemnation by a body having the
power of eminent domain or is taken by eminent domain or condemnation (or sale
in lieu thereof), or if Seller has received written notice that any condemnation
action or proceeding with respect to the Property is contemplated by a body
having the power of eminent domain, Seller shall give Purchaser immediate
written notice of such threatened or contemplated condemnation or of such taking
or sale, and Purchaser may by written notice to Seller given within thirty (30)
days after the receipt of such notice from Seller, elect to cancel this
Agreement. If Purchaser chooses to cancel this Agreement in accordance with this
Section 7.2, then the Earnest Money shall be returned immediately to Purchaser
by Escrow Agent and the rights, duties, obligations, and liabilities of the
parties hereunder shall immediately terminate and be of no further force and
effect, except for those provisions of this Agreement which by their express
terms survive the termination of this Agreement. If Purchaser does not elect to
cancel this Agreement in accordance herewith, this Agreement shall remain in
full force and effect and the sale of the Property contemplated by this
Agreement, less any interest taken by eminent domain or condemnation, or sale in
lieu thereof, shall be effected with no further adjustment and without reduction
of the Purchase Price, and at the Closing, Seller shall assign, transfer, and
set over to Purchaser all of the right, title, and interest of Seller in and to
any awards applicable to the Property that have been or that may thereafter be
made for such taking and shall provide Purchaser with a credit at Closing in an
amount equal to any such awards previously paid to Seller. At such time as all
or a part of the Property is subjected to a bona fide threat of condemnation and
Purchaser shall not have elected to terminate this Agreement as provided in this
Section 7.2, and provided that the Inspection Period has expired and Purchaser
has delivered the Additional Earnest Money to Escrow Agent, (i) Purchaser shall
thereafter be permitted to participate in the proceedings as if Purchaser were a
party to the action, and (ii) Seller shall not settle or agree to any award or
payment pursuant to condemnation, eminent domain, or sale in lieu thereof
without obtaining Purchaser's prior written consent thereto in each case.

      7.3. SURVIVAL. The provisions of this Article 7 shall survive the Closing
until the expiration of any applicable statute of limitations.

                                   ARTICLE 8.
                              DEFAULT AND REMEDIES

      8.1. PURCHASER'S DEFAULT. If Purchaser fails to consummate this
transaction in accordance with this Agreement for any reason other than Seller's
default, failure of a condition to Purchaser's obligation to close, or the
exercise by Purchaser of an express right of termination granted herein, Seller
shall be entitled, as its sole remedy hereunder, to terminate this Agreement and
to receive and retain the Earnest Money as full liquidated damages for such
default of Purchaser, the parties hereto acknowledging that it is impossible to
estimate more precisely the damages which might be suffered by Seller upon
Purchaser's default, and that said Earnest

55 Second Street, San Francisco, California
Purchase and Sale Agreement

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<PAGE>

Money is a reasonable estimate of Seller's probable loss in the event of default
by Purchaser. Seller's retention of said Earnest Money is intended not as a
penalty, but as full liquidated damages. The right to retain the Earnest Money
as full liquidated damages is Seller's sole and exclusive remedy in the event of
default hereunder by Purchaser, and Seller hereby waives and releases any right
to (and hereby covenants that it shall not) sue the Purchaser: (a) for specific
performance of this Agreement, or (b) to recover actual damages in excess of the
Earnest Money. The foregoing liquidated damages provision shall not apply to or
limit Purchaser's liability for Purchaser's obligations under Sections 3.1(c),
3.7 and 10.1 of this Agreement or for Purchaser's obligation to pay to Seller
all attorney's fees and costs of Seller to enforce the provisions of this
Section 8.1. In the event of any such default by Purchaser, Purchaser hereby
waives and releases any right to (and hereby covenants that it shall not) sue
Seller or seek or claim a refund of said Earnest Money (or any part thereof) on
the grounds it is unreasonable in amount and exceeds Seller's actual damages or
that its retention by Seller constitutes a penalty and not agreed upon and
reasonable liquidated damages.

      8.2. SELLER'S DEFAULT. If Seller fails to perform any of its obligations
under this Agreement for any reason other than Purchaser's default or the
permitted termination of this Agreement by Seller or Purchaser (other than in
connection with a Seller default) as expressly provided herein, Purchaser shall
be entitled, as its sole remedy, either (a) to receive the return of the Earnest
Money from Escrow Agent, which return shall operate to terminate this Agreement
and release Seller from any and all liability hereunder; provided, however, if
recovery from the remedy of specific performance is not reasonably possible,
Purchaser shall recover from Seller all of Purchaser's out-of-pocket costs and
expenses actually incurred to independent, unrelated third parties in connection
with the negotiation and delivery of this Agreement, all due diligence performed
by or on behalf of Purchaser in connection with the Property and all costs
incurred in connection with obtaining financing for the Property (such costs and
expenses to be evidenced by invoices, receipts, cancelled checks or other
reasonable evidence) up to but in no event in excess of $300,000.00, or (b) to
enforce specific performance of Seller's obligation to execute and deliver the
documents required to convey the Property to Purchaser in accordance with this
Agreement; it being specifically understood and agreed that the remedy of
specific performance shall not be available to enforce any other obligation of
Seller hereunder. Except as provided in clause (a) above, Purchaser expressly
waives its rights to seek damages in the event of Seller's default hereunder.
Purchaser shall be deemed to have elected to terminate this Agreement and to
receive a return of the Earnest Money from Escrow Agent if Purchaser fails to
file suit for specific performance against Seller in a court having jurisdiction
in the county and state in which the Property is located, on or before ninety
(90) days following the date upon which the Closing was to have occurred. This
Section 8.2 shall survive any termination of this Agreement.

                                   ARTICLE 9.
                                   ASSIGNMENT

      9.1. ASSIGNMENT. Subject to the next following sentence, this Agreement
and all rights and obligations hereunder shall not be assignable by any party
without the written consent of the other. Notwithstanding the foregoing to the
contrary, this Agreement and Purchaser's rights hereunder may be transferred and
assigned to any entity or entities which are Affiliates of Purchaser or Hines.
Any assignee or transferee under any such assignment or transfer by

55 Second Street, San Francisco, California
Purchase and Sale Agreement

                                       37
<PAGE>

Purchaser as to which Seller's written consent has been given or as to which
Seller's consent is not required hereunder shall expressly assume all of
Purchaser's duties, liabilities and obligations under this Agreement by written
instrument delivered to Seller as a condition to the effectiveness of such
assignment or transfer. No assignment or transfer shall relieve the original
Purchaser of any duties or obligations hereunder, and the written assignment and
assumption instrument shall expressly so provide. For purposes of this Section
9.1, the term "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 Hines, as the case may be. For the
purposes of this Section 9.1, "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. Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective legal representatives, successors and
permitted assigns. This Agreement is not intended and shall not be construed to
create any rights in or to be enforceable in any part by any other persons.

                                   ARTICLE 10.
                              BROKERAGE COMMISSIONS

      10.1. BROKER. Upon the Closing, and only in the event the Closing occurs,
Seller shall pay a brokerage commission to CB Richard Ellis, Inc. ("Broker")
pursuant to a separate agreement between Seller and Broker. Broker is
representing Seller in this transaction. Broker has joined in the execution of
this Agreement for the purpose of acknowledging and agreeing that no real estate
commission shall be earned by it or due it if the transaction contemplated
herein does not close for any reason whatsoever. Broker acknowledges and agrees
that it shall look solely to Seller, and not to Purchaser, for the payment of
such commission, and Broker hereby waives and releases any present or future
claims against Purchaser for the payment of such commission. In addition, Broker
(upon receipt of its brokerage commission) agrees to execute and deliver to
Seller and Purchaser at the Closing a release and waiver of any claim Broker may
have against Purchaser or the Property. Broker shall and does hereby indemnify
and hold Purchaser and Seller harmless from and against any and all liability,
loss, cost, damage, and expense, including reasonable attorneys' fees actually
incurred and costs of litigation, Purchaser or Seller shall ever suffer or incur
because of any claim by any agent, salesman, or broker, whether or not
meritorious, for any fee, commission or other compensation with regard to this
Agreement or the sale and purchase of the Property contemplated hereby, and
arising out of any acts or agreements of Broker. Seller shall and does hereby
indemnify and hold Purchaser harmless from and against any and all liability,
loss, cost, damage, and expense, including reasonable attorneys' fees actually
incurred and costs of litigation, Purchaser shall ever suffer or incur because
of any claim by any agent, salesman, or broker, whether or not meritorious, for
any fee, commission or other compensation with regard to this Agreement or the
sale and purchase of the Property contemplated hereby, and arising out of any
acts or agreements of Seller, including any claim asserted by Broker. Likewise,
Purchaser shall and does hereby indemnify and hold Seller free and harmless from
and against any and all liability, loss, cost, damage, and expense, including
reasonable attorneys' fees actually incurred and costs of litigation, Seller
shall ever suffer or incur because of any claim by any agent, salesman, or
broker, whether or not

55 Second Street, San Francisco, California
Purchase and Sale Agreement

                                       38
<PAGE>

meritorious, for any fee, commission or other compensation with respect to this
Agreement or the sale and purchase of the Property contemplated hereby and
arising out of the acts or agreements of Purchaser other than any such claim
asserted by Broker. This Section 10.1 shall survive the Closing until the
expiration of any applicable statute of limitations and shall survive any
earlier termination of this Agreement.

                                   ARTICLE 11.
                                 INDEMNIFICATION

      11.1. INDEMNIFICATION BY SELLER. Following the Closing and subject to
Sections 11.3 and 11.4, Seller shall indemnify and hold Purchaser, its
affiliates, members and partners, and the partners, shareholders, officers,
directors, employees, representatives and agents of each of the foregoing
(collectively, "Purchaser Related Entities") harmless from and against any and
all costs, fees, expenses, damages, deficiencies, interest and penalties
(including, without limitation, reasonable attorneys' fees and disbursements)
suffered or incurred by any such indemnified party in connection with any and
all losses, liabilities, claims, damages and expenses ("Losses"), arising out
of, or in any way relating to, (a) any breach of any representation or warranty
of Seller contained in this Agreement or in any Closing Document, and (b) any
breach of any covenant of Seller contained in this Agreement which survives the
Closing or in any Closing Document.

      11.2. INDEMNIFICATION BY PURCHASER. Following the Closing and subject to
Sections 11.3 and 11.4, Purchaser shall indemnify and hold Seller, its
affiliates, members and partners, and the partners, shareholders, officers,
directors, employees, representatives and agents of each of the foregoing
(collectively, "Seller Related Entities") harmless from any and all Losses
arising out of, or in any way relating to, (a) any breach of any representation
or warranty by Purchaser contained in this Agreement or in any Closing Document,
and (b) any breach of any covenant of Purchaser contained in this Agreement
which survives the Closing or in any Closing Documents.

      11.3. LIMITATIONS ON INDEMNIFICATION. Notwithstanding the foregoing
provisions of Section 11.1, (a) Seller shall not be required to indemnify
Purchaser or any Purchaser Related Entities under this Agreement unless the
aggregate of all amounts for which an indemnity would otherwise be payable by
Seller under Section 11.1 above exceeds the Basket Limitation and, in such event
Seller shall be responsible for only the amount in excess of the Basket
Limitation, (b) in no event shall the liability of Seller with respect to the
indemnification provided for in Section 11.1 above exceed in the aggregate the
Cap Limitation, (c) if prior to the Closing, Purchaser obtains actual knowledge
of any inaccuracy or breach of any representation or warranty of Seller
contained in this Agreement (a "Purchaser Waived Breach") and nonetheless
proceeds with and consummates the Closing, then Purchaser and any Purchaser
Related Entities shall be deemed to have waived and forever renounced any right
to assert a claim for indemnification under this Article 11 for, or any other
claim or cause of action under this Agreement, at law or in equity on account of
any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the
contrary, the Basket Limitation and the Cap Limitation shall not apply with
respect to Losses suffered or incurred as a result of breaches of any covenant
or agreement of Seller set forth in Section 5.3, Section 5.4, or Section 10.1 of
this Agreement or with respect to any obligation of Seller under Article 7 to
assign and deliver proceeds or awards

55 Second Street, San Francisco, California
Purchase and Sale Agreement

                                       39
<PAGE>

to Purchaser, to provide Purchaser with credits at Closing, or to make repairs
to the extent required under said Article 7.

      11.4. SURVIVAL. The representations, warranties and covenants contained in
this Agreement and the Closing Documents shall survive for a period of 365 days
after the Closing unless a longer or shorter survival period is expressly
provided for in this Agreement.

      11.5. INDEMNIFICATION AS SOLE REMEDY. If the Closing has occurred, the
sole and exclusive remedy available to a party in the event of a breach by the
other party to this Agreement of any representation, warranty, covenant or other
provision of this Agreement or any Closing Document which survives the Closing
shall be the indemnifications provided for under Section 3.1(c), Section 10.1,
and this Article 11.

      11.6. PARENT GUARANTY. At Closing, Seller shall cause Parent to deliver a
guaranty (the "Parent Guaranty") to Purchaser in the form attached hereto as
SCHEDULE 11.

                                   ARTICLE 12.
                                  MISCELLANEOUS

      12.1. NOTICES. Wherever any notice or other communication is required or
permitted hereunder, such notice or other communication shall be in writing and
shall be delivered by overnight courier, hand, facsimile transmission, or sent
by U.S. registered or certified mail, return receipt requested, postage prepaid,
to the addresses or facsimile numbers set out below or at such other addresses
as are specified by written notice delivered in accordance herewith:

      PURCHASER:                 Hines-Sumisei US Core Office Properties, LP
                                 c/o Hines Interests Limited Partnership
                                 2800 Post Oak Boulevard, Suite 5000
                                 Houston, Texas 77056-6118
                                 Attention: Charles M. Baughn
                                 Fax No.: (713) 966-2636

      with a copy to:            Hines-Sumisei US Core Office Properties, LP
                                 c/o Hines Interests Limited Partnership
                                 2800 Post Oak Boulevard, Suite 5000
                                 Houston, Texas 77056-6118
                                 Attention: Charles N. Hazen
                                 Fax No.: (713) 966-7851

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Purchase and Sale Agreement

                                       40
<PAGE>

      and with a copy to:        Hines Interests Limited Partnership
                                 101 California Street, Suite 1000
                                 San Francisco, California 94111
                                 Attention: George H. Clever, III
                                 Facsimile: (415) 398-1442

      and with a copy to:        Baker Botts L.L.P.
                                 2001 Ross Avenue
                                 Dallas, Texas  75201-2980
                                 Attention: Joel M. Overton, Jr.
                                 Facsimile: (214) 661-4938

      SELLER:                    Cousins/Myers II, LLC
                                 c/o Cousins Properties Incorporated
                                 2500 Windy Ridge Parkway
                                 Suite 1600
                                 Atlanta, Georgia 30339-5683
                                 Attention: Corporate Secretary
                                 Facsimile: (770) 857-2360

      with a copy to:            Myers Development Company
                                 101 Second Street
                                 Suite 555
                                 San Francisco, California 94105
                                 Attention: Mr. Jack E. Myers
                                 Facsimile: (415) 777-3331

      with a copy to:            Troutman Sanders LLP
                                 Suite 5200
                                 600 Peachtree Street, N.E.
                                 Atlanta, Georgia 30308-2216
                                 Attn: James W. Addison
                                 Facsimile: (404) 962-6500

Any notice or other communication (i) mailed as hereinabove provided shall be
deemed effectively given or received on the third (3rd) business day following
the postmark date of such notice or other communication, (ii) sent by overnight
courier or by hand shall be deemed effectively given or received upon receipt,
and (iii) sent by facsimile transmission shall be deemed effectively given or
received on the day of transmission (unless such day is not a Business Day, in
which case such notice shall be deemed given on the first Business Day after the
day of transmission) of such notice provided the sender receives electronic
confirmation of successful transmission from the sender's facsimile machine.

55 Second Street, San Francisco, California
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                                       41
<PAGE>

      12.2. POSSESSION. Full and exclusive possession of the Property, subject
to the Permitted Exceptions and the rights of the tenants under the Leases,
shall be delivered by Seller to Purchaser on the Closing Date.

      12.3. TIME PERIODS. If the time period by which any right, option, or
election provided under this Agreement must be exercised, or by which any act
required hereunder must be performed, or by which the Closing must be held,
expires on a Saturday, Sunday, or holiday, then such time period shall be
automatically extended through the close of business on the next regularly
scheduled Business Day.

      12.4. PUBLICITY. The parties agree that, prior to Closing, no party shall,
with respect to this Agreement and the transactions contemplated hereby, make
any public announcements or issue press releases regarding this Agreement or the
transactions contemplated hereby to any third party without the prior written
consent of the other party hereto, except as may be required by law or as may be
permitted by Section 3.7 of this Agreement. No party shall record this Agreement
or any notice hereof.

      12.5. Intentionally Deleted.

      12.6. SEVERABILITY. This Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules and regulations. If any provision of this Agreement, or the
application thereof to any person or circumstance, shall, for any reason and to
any extent be invalid or unenforceable, the remainder of this Agreement and the
application of such provision to other persons or circumstances shall not be
affected thereby but rather shall be enforced to the greatest extent permitted
by law.

      12.7. CONSTRUCTION. This Agreement shall not be construed more strictly
against one party than against the other merely by virtue of the fact that this
Agreement may have been prepared by counsel for one of the parties, it being
mutually acknowledged and agreed that Seller and Purchaser and their respective
counsel have contributed substantially and materially to the preparation and
negotiation of this Agreement. Accordingly, the normal rule of construction to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement or any exhibits or
amendments hereto.

      12.8. SALE NOTIFICATION LETTERS. Promptly following the Closing, Purchaser
shall deliver the Tenant Notices of Sale to each of the respective tenants under
the Leases and the Other Notices of Sale to each service provider and leasing
agent, the obligations under whose respective Service Contracts and Commission
Agreements Purchaser has assumed at Closing. The provisions of this Section 12.8
shall survive the Closing.

      12.9. ACCESS TO RECORDS FOLLOWING CLOSING. Purchaser agrees that for a
period of one (1) year following the Closing, Seller shall have the right during
regular business hours, on five (5) days' written notice to Purchaser, to
examine and review at Purchaser's office (or, at Purchaser's election, at the
Property), the books and records relating to the ownership and operation of the
Property which were delivered by Seller to Purchaser at the Closing. Likewise,
Seller agrees that for a period of one (1) year following the Closing, Purchaser
shall have the

55 Second Street, San Francisco, California
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                                       42
<PAGE>

right during regular business hours, on five (5) days' written notice to Seller,
to examine and review at Seller's office, all books, records and files, if any,
retained by Seller relating to the ownership and operation of the Property by
Seller prior to the Closing. The provisions of this Section 12.9 shall survive
the Closing for a period of one (1) year after the Closing Date.

      12.10. COOPERATION WITH PURCHASER'S AUDITORS AND SEC FILING REQUIREMENTS.
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's auditor (Deloitte &
Touche LLP or any successor auditor selected by Purchaser) to conduct an audit
of the financial statements of the Property for the year to date of the year in
which the Closing occurs plus up to the three (3) prior calendar years.
Purchaser will be responsible for all out-of-pocket costs and expenses
associated with this audit. Seller shall cooperate with Purchaser's auditor in
the conduct of such audit and will provide a reliance letter reasonably
acceptable to Seller. Purchaser shall promptly reimburse Seller for all costs
and expenses incurred by Seller in fulfilling Seller's obligations under this
Section 12.10. The provisions of this Section 12.10 shall survive Closing.

      12.11. SUBMISSION TO JURISDICTION. Each of Purchaser and Seller
irrevocably submits to the jurisdiction of (a) the Superior Court of San
Francisco County, California located in San Francisco, California, and (b) the
United States District Court for the Northern District of California for the
purposes of any suit, action or other proceeding arising out of this Agreement
or any transaction contemplated hereby. Each of Purchaser and Seller further
agrees that service of any process, summons, notice or document by U.S.
registered mail to such party's respective address set forth above shall be
effective service of process for any action, suit or proceeding in California
with respect to any matters to which it has submitted to jurisdiction as set
forth above in the immediately preceding sentence. Each of Purchaser and Seller
irrevocably and unconditionally waives trial by jury and irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement or the transactions contemplated
hereby in (a) the Superior Court of San Francisco County, California located in
San Francisco, California, and (b) the United States District Court for the
Northern District of California, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.

      12.12. GENERAL PROVISIONS. No failure of either party to exercise any
power given hereunder or to insist upon strict compliance with any obligation
specified herein, and no custom or practice at variance with the terms hereof,
shall constitute a waiver of either party's right to demand exact compliance
with the terms hereof. This Agreement contains the entire agreement of the
parties hereto, and no representations, inducements, promises, or agreements,
oral or otherwise, between the parties not embodied herein or in the documents
delivered at Closing shall be of any force or effect. Any amendment to this
Agreement shall not be binding upon Seller or Purchaser unless such amendment is
in writing and executed by both Seller and Purchaser. Subject to the provisions
of Section 9.1 hereof, the provisions of this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
legal representatives, successors, and permitted assigns. Time is of the essence
in this Agreement.

55 Second Street, San Francisco, California
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                                       43
<PAGE>

The headings inserted at the beginning of each paragraph are for convenience
only, and do not add to or subtract from the meaning of the contents of each
paragraph. This Agreement shall be construed and interpreted under the laws of
the State of California. Except as otherwise provided herein, all rights,
powers, and privileges conferred hereunder upon the parties shall be cumulative
but not restrictive to those given by law. All personal pronouns used in this
Agreement, whether used in the masculine, feminine, or neuter gender shall
include all genders, and all references herein to the singular shall include the
plural and vice versa.

      12.13. ATTORNEY'S FEES. If Purchaser or Seller brings an action at law or
equity against the other in order to enforce the provisions of this Agreement or
as a result of an alleged default under this Agreement, the prevailing party in
such action shall be entitled to recover court costs and reasonable attorney's
fees actually incurred from the other. This Section 12.13 shall surviving
Closing and any earlier termination of this Agreement.

      12.14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which when taken together shall constitute one and the
same original. To facilitate the execution and delivery of this Agreement, the
parties may execute and exchange counterparts of the signature pages by
facsimile, and the signature page of either party to any counterpart may be
appended to any other counterpart.

      12.15. EFFECTIVE AGREEMENT. The submission of this Agreement for
examination is not intended to nor shall constitute an offer to sell, or a
reservation of, or option or proposal of any kind for the purchase of the
Property. In no event shall any draft of this Agreement create any obligation or
liability, it being understood that this Agreement shall be effective and
binding only when a counterpart of this Agreement has been executed and
delivered by each party hereto.

      12.16. OTHER AGREEMENT. Purchaser and Seller hereby agree that (i) a
default under the Other Agreement by Purchaser shall constitute a default by
Purchaser under the terms and provisions of this Agreement and (ii) a default
under the Other Agreement by Other Seller shall constitute a default by Seller
under the terms and provisions of this Agreement.

                        [Signatures begin on next page.]

55 Second Street, San Francisco, California
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                                       44
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day, month and year first above written.

                                   SELLER:

                                   COUSINS/MYERS II, LLC,
                                   a Delaware limited liability company

                                   By: Cousins Properties Incorporated,
                                       a Georgia corporation,
                                       its managing member

Date of Execution:                     By: /s/ JACK A. LAHUE
                                          ------------------------------
                                       Name: JACK A. LAHUE
August 20, 2004                        Title: Senior Vice President

                                   PURCHASER:

                                   HINES-SUMISEI US CORE OFFICE
                                   PROPERTIES, LP,
                                   a Delaware limited partnership

                                   By: Hines-Sumisei U.S. Core Office Trust,
                                       a Maryland real estate investment trust,
                                       its general partner

Date of Execution:                     By: /s/ EDMUND DONALDSON
                                          ------------------------------
                                       Name: EDMUND DONALDSON
August 20, 2004                        Title: Vice President

      IN WITNESS WHEREOF, the undersigned Broker has joined in the execution and
delivery hereof solely for the purpose of evidencing its rights and obligations
under the provisions of Section 10.1 hereof.

                                   BROKER:

                                   CB RICHARD ELLIS, INC.

Date of Execution:
                                   By: /s/ STEVE HERMANN
                                      ----------------------------------
                                   Name: STEVE HERMANN
8/20, 2004                         Title: Senior Vice President

55 Second Street, San Francisco, California
Purchase and Sale Agreement

                                       45
<PAGE>

      Cousins Properties Incorporated joins in the execution of this Agreement
for the purpose of agreeing to the provisions of Section 11.6 above.

                                   COUSINS PROPERTIES INCORPORATED,
                                   a Georgia corporation

                                   By:   /s/ JACK A. LAHUE
                                         ------------------------------
                                   Name: JACK A. LAHUE
                                   Its:  Senior Vice President

                                            (CORPORATE SEAL)

55 Second Street, San Francisco, California
Purchase and Sale Agreement

                                       46
<PAGE>

                                   EXHIBIT "A"

                               DESCRIPTION OF LAND

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                                   EXHIBIT "A"

                            LEGAL DESCRIPTION OF LAND

The Land is situated in the City and County of San Francisco, State of
California, and is more particularly described as follows:

PARCEL I:

BEGINNING at the point of intersection of the northeasterly line of 2nd Street
and the southeasterly line of Stevenson Street; running thence northeasterly
along the southeasterly line of Stevenson Street 199.00 feet; thence leaving
said southeasterly line of Stevenson Street and running thence at a right angle
southeasterly 80.00 feet; thence at a right angle southwesterly 86.75 feet to a
point on the southwesterly line of Anthony Street; thence at a right angle
southeasterly along the southwesterly line of Anthony Street 88.125 feet; thence
at a right angle and parallel with Mission Street and leaving said southwesterly
line of Anthony Street 112.25 feet to a point on the northeasterly line of 2nd
Street; thence at a right angle northwesterly along the northeasterly line of
2nd Street 168.125 feet to the POINT OF BEGINNING.

BEING a portion of 100 Vara Block No. 346.

PARCEL II:

An easement for light and air as reserved in Deed from American Railway Express
Company, a corporation, to William Clark Grittenden, Recorded April 2, 1992, in
Book 484, Page 224, Series 43611, Official Records, and more particularly
described as follows:

BEGINNING at a point on the northeasterly line of 2nd Street, distant thereon
160 feet northwesterly from the northwesterly line of Mission Street; running
thence northwesterly and along said line of 2nd Street 27 feet; thence at a
right angle northteasterly 112 feet to the southwesterly line of Anthony Street;
thence at a right angle southeasterly and along said line of Anthony Street 27
feet; thence at a right angle southwesterly 112 feet to the point of beginning:

BEING a portion of 100 Vara Block No. 346.

Assessor's Lots 19-1, 33 and 34; Block 3708.
<PAGE>

                                   EXHIBIT "B"

                            LIST OF PERSONAL PROPERTY

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

55 SECOND STREET

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Monochrome 13" Monitor                                 1
keyboard                                               1
Dot matrix panasonic KXP3123                           1

HP Vectra Computer                                     1
(Electric)

Dell L500 CXE                                          1
Security client workstation                            1
Monitor                                                2

SECURITY MANAGER'S OFFICE
Laserjet 1100 B/W printer                              1                                            USGN381727        101-142
</TABLE>

<PAGE>

PERSONAL PROPERTY         INVENTORIED BY: Patrick Lum
    INVENTORY             PROPERTY NAME : 55 Second Street, San Francisco
                                          (engineers shop p109)
                          DATE  : 4-7-03 Page 1 of 1

<TABLE>
<CAPTION>
                                                                                         SERIAL
           INVENTORY                                                                     NUMBER
QTY         NUMBER                          ITEM DESCRIPTION                        (IF APPLICABLE)
---        ---------          --------------------------------------------           -------------
<S>        <C>                <C>                                                    <C>
1            6377-6           milwaukee worm drive saw                               620a402090109
1           6537-22           milwaukee heavy duty sawzall                           916h302033649
1              6266           milwaukee jig sawl                                     857c701480102
1            0234-6           milwaukee 1/2 heavy duty magnum drill                  532b502040303
1            5370-1           milwaukee heavy duty elevtric hand drill               672c501500724
1              5936           milwaukee heavy duty belt sander                       767a402050072
1              6072           milwaukee heavy duty sander                            703c499480043
1            6140-6           milwaukee sander/grinder                               762e401420862
1            6017-6           milwaukee handsander                                       781096369
1             6xwb1           rotozip                                                   rvo1087630
1             dw983           dewalt cordless drill                                         156564
1             51h64           zircon lazer vision level                                          0
1            3z918e           dayton drillpress                                         522022-3-1
1             4kf03           fluke multimeter 83 II                                      77840195
1             4kf12           fluke current clamp I410                                    77751463
1             4yv55           fluke temperature probe 80tk                                80740118
1             1t321           fluke high voltage probe 80k-40                             80440115
1             1t330           fluke temp probe 80t-1504                                   80230011
1             pv350           fluke pressure/vacuum transducer module pu350                 927215

                                                  TOTAL
</TABLE>

<PAGE>

                                                                8/19/04, Updated

<TABLE>
<CAPTION>
CATEGORY     LOCATION                          DESCRIPTION                                                             VALUE
--------     -------------------               -------------------------------------------------------------           -----------
<S>          <C>                               <C>                                                                     <C>
             Atrium/Art Pavilion               Amoldi painting in Art Pavilion                                         $120,000.00
             Atrium/Art Pavilion               Bell sculpture in Art Pavilion                                          $250,000.00
             18th Floor Lobby                  Thelen: Sugimoto "Orinda Theatre, Orinda"                               $  6,917.00
             Conference Room 18-6              Thelen: Kelly "Green Curve (State II)"                                  $ 12,750.00
                                               Thelen: Serra "Bessie Smith, Coltrane, B.B. King"                       $ 11,881.00
                                               Thelen: Caporael "272 (Vermilion)" and "273 (Vermilion)"                $ 28,900.00
                                               Thelen: Millet; other description unavailable                           $  2,720.00
                                               Thelen: Sugimoto "Proctors Theater, New York", "State Theater,
             18th Floor Lobby                  Sydney", and "Paramount, Los Angeles"                                   $ 11,600.00
             Conference Room 18-8              Thelen: Rovner "Outside 1990 #16"                                       $  4,800.00
                                               Thelen: Oldenburg "Soft Light Bulb - Day" and "Soft Light Bulb -
             Conference Room 18-5              Night"                                                                  $  3,613.00
             Conference Room 18-4              Thelen: Fonseca "Red Invention"                                         $  2,598.00
             Conference Room 18-7              Thelen: Hartnett "Spartina Pectinata" and "Phalaris Arundinacea"        $  4,675.00
             Conference Room 18-11             Thelen: Diebenkorn; other description unavailable                       $  5,913.00
             18th Floor Lobby                  Thelen: Kentridge; other description unavailable                        $  5,000.00
                                               Thelen: Bradshaw "Farmlands, River Falls" and "Morning on the
             23rd Floor                        Ohio I"                                                                 $  1,750.00
             23rd Floor                        Thelen: Kramer "Peconic Falls VI" and "Peconic Falls VII"               $  1,840.00
             21st Floor                        Thelen: Frank "Blue Autumn," "Satsuma" and "Day Lilies"                 $  2,910.00
             21st Floor                        Thelen: McDonald, untitled, a total of 6.                               $  2,460.00
             20th Floor                        Thelen: Holland "Line & Verse 226" and "Line and Verse 259"             $  2,540.00
             19th Floor                        Thelen: Peugh "Mythic Tree" and "Outside the Window"                    $  1,960.00
</TABLE>

<PAGE>

<TABLE>
<S>          <C>                               <C>                                                                     <C>
             19th Floor                        Thelen: Adams "Sleep Impression 42"                                     $  2,750.00
             17th Floor                        Thelen: Reyes from the "Arboles" series, a total of 2.                  $  2,480.00

                                               ART SUBTOTAL                                                            $490,057.00
</TABLE>

<PAGE>

ART INVENTORY

<TABLE>
<CAPTION>
LOCATION                                           QTY   ART DESCRIPTION/ARTIST                                  PRICE
--------------------------------                   ---   ----------------------------------                   -----------
<S>                                                <C>   <C>                                                  <C>
55 2nd - Main lobby, behind security console        1    Oil and Alkyd on canvas by John Belingheri           $ 13,360.00
55 2nd - Main lobby, end wall to left of console    1    Mixed media on panel by John Bonick                  $  4,820.00
55 2nd - Main lobby, corridor, side walls           1    Mixed media on panel by John Bonick                  $  4,080.00
55 2nd - Main lobby, corridor, side walls           1    Acrylic on canvas by Jax                             $  4,340.00
55 2nd - Main lobby, corridor, side walls           1    Mixed media on panel by John Bonick                  $  6,200.00
55 2nd - Main lobby, end of corridor                1    Oil and Collage on panel by Emilio Lobato            $ 12,000.00
55 2nd - Main lobby, right of console               2    Acrylic on linen  by Christine Vaillancourt          $  8,200.00
55 2nd - Main lobby, facing Solarium                1    Oil on canvas by Gallo Guiseppe                      $ 38,000.00
55 2nd - Elevator lobbies                           2    Art glass by Christine Wallach                       $ 85,400,00
55 2nd - Main lobby                                 2    Latex paint wall drawings by Sol LeWitt              $ 85,000.00
55 2nd - Solarium entrance                          1    Waterfall

                                                         ART SUBTOTAL                                         $261,400.00
</TABLE>

<PAGE>

   Inventory #

55-art01
55-art02
55-art03
55-art04
55-art05
55-art06
55-art07 & 55-art08
55-art09
55-art10 & 55-art11
55-art12 & 55-art13
55-art14
<PAGE>

                                  EXHIBIT "B-1"

                          PERSONAL PROPERTY EXCLUSIONS

1.    Cisco 2600 Series Router

2.    The computer software known as Microsoft Office and Aware

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                                   EXHIBIT "C"

                     LIST OF EXISTING COMMISSION AGREEMENTS

1.    Commission Agreement by and between Cousins/Myers II, LLC and CB Richard
      Ellis, Inc. dated March 27, 2000, as amended from time to time.

2.    Commission Agreement by and between Cousins/Myers II, LLC and Jones Lang
      LaSalle Americas, Inc. dated October 27, 2003.

3.    The following agreements which are not evidenced by a written commission
      agreement:

           TENANT                                            BROKER

      Harvest & Rowe                                     Tenranomics Retail
                                                         Services
      KPMG                                               Jones, Lang, LaSalle
      Hispanic Scholarship                               BT Commercial
      Kelly Service                                      Daum Commercial
                                                         Real Estate
      Paul, Hastings, et.al                              Cushman Realty Corp.
      Preston Gates                                      Insignia/ESG
      Trans Pacific Bank                                 Cushman & Wakefield
      UPS                                                Cushman & Wakefield
      Perigon Partners                                   Ritchie Commercial

4.    Exclusive Leasing Agreement by and between Cousins/Myers II, LLC and
      Cushman & Wakefield of California, Inc., dated March 16, 2002.

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                                   EXHIBIT "D"

                            FORM OF ESCROW AGREEMENT

                                ESCROW AGREEMENT

      THIS ESCROW AGREEMENT (the "AGREEMENT"), made and entered into this ____
day of __________, 2004, by and among HINES-SUMISEI US CORE OFFICE PROPERTIES,
LP, a Delaware limited partnership (hereinafter referred to as "PURCHASER"),
COUSINS/MYERS II, LLC, a Delaware limited liability company (hereinafter
referred to as "SELLER"), and FIRST AMERICAN TITLE INSURANCE COMPANY
(hereinafter referred to as "ESCROW AGENT").

                              W I T N E S S E T H:

      WHEREAS, Purchaser and Seller have entered into that certain Purchase and
Sale Agreement fully executed August __, 2004 (hereinafter referred to as the
"CONTRACT"); and

      WHEREAS, Section 2.3(a) of said Contract provides for Purchaser's payment
to Escrow Agent, contemporaneously with Purchaser's execution and delivery of
the Contract to Seller, of Two Million Five Hundred Thousand and No/100 Dollars
($2,500,000.00) as Initial Earnest Money (as defined in the Contract) to be held
and applied by said Escrow Agent in accordance with this Agreement; and

      WHEREAS, Section 2.3(b) of the Contract provides for Purchaser's payment
to Escrow Agent, no later than the expiration of the "Inspection Period" (as
defined in the Contract) of the additional sum of Two Million Five Hundred
Thousand and No/100 Dollars ($2,500,000.00) as the Additional Earnest Money (as
defined in the Contract); and

      WHEREAS, the parties hereto desire to set forth the terms and conditions
of Escrow Agent's holding, investment and disbursement of the Escrow Funds (as
hereinafter defined).

      NOW, THEREFORE, for and in consideration of the agreements set forth in
the Contract and the mutual covenants set forth herein, the parties hereto,
intending to be legally bound, hereby agree as follows:

      1. Escrow Agent does hereby acknowledge receipt of a check or wire
transfer, payable to the order of Escrow Agent, in the amount of Two Million
Five Hundred Thousand and No/100 Dollars ($2,500,000.00) as the Initial Earnest
Money (as defined in the Contract). Said Initial Earnest Money, together with
any Additional Earnest Money actually deposited by Purchaser with Escrow Agent
pursuant to the terms of the Contract, all interest and other income earned on
the Initial Earnest Money, any Additional Earnest Money and interest thereon
being herein referred to as the "Escrow Funds". Escrow Agent hereby agrees to
hold, administer, and disburse the Escrow Funds pursuant to this Agreement and
the Contract. Escrow Agent shall invest the Escrow Funds in a money market
account with a national banking association or other bank acceptable to Seller
and Purchaser in the Atlanta, Georgia or San Francisco, California

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

metropolitan area. All interest or other income shall be earned for the account
of Purchaser and shall be held, invested and disbursed as a part of the Escrow
Funds hereunder. Purchaser's Federal Identification Number for purposes of this
Agreement is 43-2005110. Escrow Agent's fee, if any, for services rendered
hereunder shall be paid one-half (1/2) by Purchaser and one-half (1/2) by
Seller.

      2. At such time as Escrow Agent receives written notice from either
Purchaser or Seller, or both, setting forth the identity of the party to whom
such Escrow Funds (or portions thereof) are to be disbursed and further setting
forth the specific section or paragraph of the Contract pursuant to which the
disbursement of such Escrow Funds (or portions thereof) is being requested,
Escrow Agent shall disburse such Escrow Funds pursuant to such notice; provided,
however, that if such notice is given by either Purchaser or Seller but not
both, Escrow Agent shall (i) promptly notify the other party (either Purchaser
or Seller, as the case may be) that Escrow Agent has received a request for
disbursement, and (ii) withhold disbursement of such Escrow Funds for a period
of ten (10) days after receipt of such notice of disbursement and if Escrow
Agent receives written notice from either Purchaser or Seller within said ten
(10) day period which notice countermands the earlier notice of disbursement,
then Escrow Agent shall withhold such disbursement until both Purchaser and
Seller can agree upon a disbursement of such Escrow Funds. Purchaser and Seller
hereby agree to send to the other, pursuant to Paragraph 6 below, a duplicate
copy of any written notice sent to Escrow Agent and requesting any such
disbursement or countermanding a request for disbursement.

      3. In performing any of its duties hereunder, Escrow Agent shall not incur
any liability to anyone for any damages, losses, or expenses, except for willful
default, gross negligence, fraud or breach of trust, and it shall accordingly
not incur any such liability with respect to (i) any action taken or omitted in
good faith upon advice of its legal counsel given with respect to any questions
relating to the duties and responsibilities of Escrow Agent under this
Agreement, or (ii) any action taken or omitted in reliance upon any instrument,
including any written notice or instruction provided for in this Agreement, not
only as to its due execution and the validity and effectiveness of its
provisions but also as to the truth and accuracy of any information contained
therein, which Escrow Agent shall in good faith believe to be genuine, to have
been signed or presented by a proper person or persons, and to conform with the
provisions of this Agreement.

      4. Notwithstanding the provisions of Paragraph 2 above, in the event of a
dispute between Purchaser and Seller sufficient in the sole discretion of Escrow
Agent to justify its doing so or in the event that Escrow Agent has not
disbursed the Escrow Funds on or before the date which is six (6) months from
the date hereof, Escrow Agent shall be entitled to tender the Escrow Funds into
the registry or custody of any court of competent jurisdiction, together with
such legal pleadings as it may deem appropriate, and thereupon be discharged
from all further duties and liabilities under this Agreement. Any such legal
action may be brought in such court as Escrow Agent shall determine to have
jurisdiction thereof.

      5. Purchaser and Seller hereby agree to indemnify and hold Escrow Agent
harmless against any and all losses, claims, damages, liabilities, and expenses,
including, without limitation, reasonable costs of investigation and legal
counsel fees, which may be imposed upon

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

Escrow Agent or incurred by Escrow Agent in connection with the performance of
its duties hereunder, including, without limitation, any litigation arising from
this Agreement or involving the subject matter hereof; provided, however, Escrow
Agent shall be responsible for, and neither Purchaser nor Seller shall have any
obligation to indemnify or hold Escrow Agent harmless from, willful default,
gross negligence, fraud or breach of trust committed or alleged to be committed
by Escrow Agent.

      6. Wherever any notice or other communication is required or permitted
hereunder, such notice or other communication shall be in writing and shall be
delivered by overnight courier, hand delivery, or sent by U.S. registered or
certified mail, return receipt requested, postage prepaid, to the addresses set
out below or at such other addresses as are specified by written notice
delivered in accordance herewith:

      PURCHASER:                 Hines Sumisei US Core Office Properties, LP
                                 c/o Hines Interests Limited Partnership
                                 2800 Post Oak Boulevard, Suite 5000
                                 Houston, Texas 77056-6118
                                 Attention:  Charles M. Baughn
                                 Fax No.: (713) 966-2636

      with a copy to:            Hines Sumisei US Core Office Properties, LP
                                 c/o Hines Interests Limited Partnership
                                 2800 Post Oak Boulevard, Suite 5000
                                 Houston, Texas 77056-6118
                                 Attention: Charles N. Hazen
                                 Fax No.: (713) 966-7851

      with a copy to:            Hines Interests Limited Partnership
                                 101 California Street, Suite 1000
                                 San Francisco, California 94111
                                 Attention: George H. Clever, III
                                 Facsimile: (415) 398-1442

      with a copy to:            Baker Botts L.L.P.
                                 2001 Ross Avenue
                                 Dallas, Texas 75201-2980
                                 Attention: Joel M. Overton, Jr.
                                 Facsimile: (214) 661-4938

      SELLER:                    Cousins/Myers II, LLC
                                 c/o Cousins Properties Incorporated
                                 2500 Windy Ridge Parkway
                                 Suite 1600
                                 Atlanta, Georgia 30339-5683
                                 Attention: Corporate Secretary

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

      with a copy to:            Myers Development Company
                                 101 Second Street
                                 Suite 555
                                 San Francisco, California 94105
                                 Attention: Mr. Jack E. Myers

      with a copy to:            Troutman Sanders LLP
                                 Suite 5200
                                 600 Peachtree Street, N.E.
                                 Atlanta, Georgia 30308-2216
                                 Attention: James W. Addison

      ESCROW AGENT:              First American Title Insurance Company
                                 3 Greenway Plaza
                                 Suite 1100
                                 Houston, Texas 77046
                                 Attention: John A. Meuser

Any notice or other communication (i) mailed as hereinabove provided shall be
deemed effectively given or received on the third (3rd) business day following
the postmark date of such notice or other communication, and (ii) sent by
overnight courier or by hand shall be deemed effectively given or received upon
receipt.

      7. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
personal representatives, successors, and assigns. Any and all rights granted to
any of the parties hereto may be exercised by their agents or personal
representatives.

      8. Time is of the essence of this Agreement.

      9. If proceedings shall be instituted before any court of competent
jurisdiction for the resolution of any dispute arising under this Agreement
between any parties hereto, then upon final resolution of such dispute, the
prevailing party in such dispute shall be promptly paid by the nonprevailing
party therein all of such prevailing party's attorneys' fees and expenses, court
costs and costs of appeal actually incurred in connection with such proceeding.

      10. This Agreement is governed by and is to be construed under the laws of
the State of California and may be executed in several counterparts, each of
which shall be deemed an original, and all such counterparts together shall
constitute one and the same instrument.

                         [Signatures begin on next page]

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have signed and sealed this
Agreement as of the day, month and year first above written.

                                   SELLER:

                                   COUSINS/MYERS II, LLC,
                                   a Delaware limited liability company

                                   By: Cousins Properties Incorporated,
                                       a Georgia corporation, its managing
                                       member

                                   By:_________________________________
                                   Name: ______________________________
                                   Title: _____________________________

                                   PURCHASER:

                                   HINES-SUMISEI US CORE OFFICE
                                   PROPERTIES, LP,
                                   a Delaware limited partnership

                                   By: Hines-Sumisei U.S. Core Office Trust,
                                       a Maryland real estate investment trust,
                                       its general partner

                                       By: _______________________________
                                       Name: _____________________________
                                       Title: ____________________________

                                   ESCROW AGENT:

                                   FIRST AMERICAN TITLE INSURANCE
                                   COMPANY

                                   By:________________________________
                                   Name: _____________________________
                                   Title: ______________________________

                                          (CORPORATE SEAL)

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                                   EXHIBIT "E"

                     LIST OF EXISTING ENVIRONMENTAL REPORTS

1.    Environmental Audit dated October 2, 1989, prepared by Hall Kimbrell

2.    Letter dated October 13, 1989 from Hall Kimbrell to Peter Harmon, with
      attachments

3.    Preliminary Endangerment Assessment Report dated October 3, 1990 prepared
      by Professional Services Industries, Inc.

4.    Phase I Environmental Site assessment of the Property located at One
      Second Street, San Francisco, California, dated August 25, 1999, prepared
      by McLaren Hart, Inc. and reliance letter from McLaren Hart, Inc. to the
      Venture dated November 3, 1999

5.    Letter dated August 3, 1999, from Kleinfelder to Alice Suet Yee Barkley

6.    Archival Cultural Resources Evaluation of the proposed One Second Street
      Office Building Project, San Francisco, California, dated April, 1990,
      prepared by Archeo-Tech, Inc., together with cover letter dated April 20,
      1990 from Allen G. Pastron.

7.    Environmental Impact Report prepared by the Department of City Planning of
      the City and County of San Francisco (final EIR certification date July
      25, 1991)

8.    Summary Memorandum of Asbestos Survey by Dames & Moore dated November 2,
      1999

9.    Environmental Sampling and Remediation Documents, Volumes I and II,
      including Preliminary Endangerment Assessment Report dated October 3, 1990

10.   Preliminary Report/Geotechnical Investigation, prepared by Dames & Moore,
      dated January 25, 2000

11.   Phase II Geotechnical Site Investigation, prepared by URS Corporation,
      dated June 23, 2000

12.   Indicator Pile Driving and Loan Test Program, One Second Street, prepared
      by Dames & Moore, dated June 23, 2000

13.   OST Closure Report/Underground Storage Tank Removal, prepared by URS
      Corporation, dated November 10, 2000 (regarding 41 Anthony Street and 51
      Second Street)

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

14.   UST Closure Report/Underground Storage Tank Removal, prepared by URS
      Corporation, dated November 10, 2000 (regarding 51 Second Street)

15.   Phase II Geotechnical Site Investigation, 55 Second Street, prepared by
      URS Corporation, dated September 28, 2000

16.   Pile Foundation Installation, 55 Second Street, prepared by URS
      Corporation, dated October 27, 2000

17.   One Second Street Office Building, Final Environmental Impact Report,
      prepared by City and County of San Francisco - Department of City Planning
      (no date provided)

18.   DC Magnetic Field Measurement Assessment for Cousins Properties Office
      Building at 55 Second Street, San Francisco, prepared by Intertech, dated
      August, 2004

19.   EMF Survey which has been requested but not yet received

20.   Phase I Environmental Site Assessment of 1 Second Street, McLaren/Hart,
      Inc., dated August 25, 1999

21.   Final Report Asbestos Survey Commerical/Retail Buildings 1, 3, 51, 55, 59,
      67 Second Street 83 Stevenson Street, 41 Anthony Street, Dames & Moore,
      dated November 12, 1999

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                                   EXHIBIT "F"

                                 LIST OF LEASES

1.    Lease by and between Cousins/Myers II, LLC, as Landlord, and Preston Gates
      & Ellis LLP, as Tenant, dated May 18, 2000; as affected by that certain
      Irrevocable Standby Letter of Credit No. 3027396 by Bank of America, N.A.,
      dated July 11, 2000; as affected by that certain Amendment to Irrevocable
      Standby Credit Number: 3027396, dated August 31, 2001; as affected by that
      certain Supplemental Notice by Cousins/Myers II, LLC, as Landlord, dated
      February 11, 2002; as affected by that certain Amendment to Standby Credit
      Number: 3027396, dated February 14, 2002; as amended by that certain First
      Amendment to Lease by and between Cousins/Myers II, LLC, as Landlord, and
      Preston Gates & Ellis LLP, as Tenant, dated April 4, 2002; as affected by
      that certain Consent to Sublease by Preston Gates & Ellis LLP to AES
      Consulting, LLC by Cousins/Myers II, LLC, as Landlord, dated May 9, 2002;
      as affected by that certain Sublease by and between Preston Gates & Ellis,
      LLP, as Sublessor, and AES Consulting, LLC, as Sublessee, dated May 9,
      2002; as affected by that certain Consent to Assignment of Sublease by and
      between Preston Gates & Ellis, LLP, as Sublessor, AES Consulting, LLC
      ("Subtenant"), and Competition Policy Associates, Inc. ("Assignee") (Note:
      This document is not executed at this time.)

2.    Retail Lease by and between Cousins/Myers II, LLC, as Landlord, and
      Harvest & Rowe, Inc., as Tenant, dated February 25, 2003; as affected by
      that certain Supplemental Notice by Cousins/Myers II, LLC, as Landlord,
      dated March 12, 2003; as affected by that certain Letter from
      Cousins/Myers II, LLC, as Landlord, to Ms. Alison Rowe and Mr. Brian
      Crawford, dated March 7, 2003; as amended by that certain First Amendment
      to Lease Agreement by and between Cousins/Myers II, LLC, as Landlord, and
      Harvest & Rowe, Inc., as Tenant, dated August 25, 2003; as amended by that
      certain Second Amendment to Lease by and between Cousins/Myers II, LLC, as
      Landlord, and Harvest & Rowe, Inc., as Tenant, dated January 12, 2004.

3.    Lease by and between Cousins/Myers II, LLC, as Landlord, and Hispanic
      Scholarship Fund, as Tenant, dated May 23, 2002; as amended by that
      certain First Amendment to Lease by and between Cousins/Myers II, LLC, as
      Landlord, and Hispanic Scholarship Fund, as Tenant, dated June 19, 2002;
      as affected by that certain Irrevocable Letter of Credit No.
      CCD6-00479-30033368 by Citibank, N.A., dated August 26, 2002; as affected
      by that certain Supplemental Notice Regarding Rent Commencement Date by
      Cousins/Myers II, LLC, as Landlord, dated October 22, 2002.

4.    Lease by and between Cousins/Myers II, LLC, as Landlord, and KPMG LLP, as
      Tenant, dated November 20, 2003, as amended by that certain First
      Amendment to Lease Agreement by and between Cousins/Myers II, LLC, as
      Landlord, and KPMG LLP, as

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

      Tenant, dated April 7, 2004; as affected by that certain License Agreement
      by and between Cousins/Myers II, LLC, as Landlord, and KPMG LLP, as
      Tenant, dated August 11, 2004.

5.    Lease by and between Cousins/Myers II, LLC, as Landlord, and Trans Pacific
      National Bank, as Tenant, dated July 25, 2003; as amended by that certain
      First Amendment to Lease Agreement by and between Cousins/Myers II, LLC,
      as Landlord, and Trans Pacific National Bank, as Tenant, dated January 30,
      2004.

6.    Lease by and between Cousins/Myers II, LLC, as Landlord, and Fritz
      Companies, Inc., as Tenant, dated May 10, 2000; as affected by that
      certain Letter from Cousins/Myers II, LLC, as Landlord, to Ms. Rebecca E.
      Bray, dated May 11, 2001; as affected by that certain Exhibit "C" -
      Supplemental Notice Regarding Rent Commencement Date by Cousins/Myers II,
      LLC, as Landlord, dated February 11, 2002; as affected by that certain
      Certificate of Amendment of Restated Certificate of Incorporation of Fritz
      Companies, Inc., dated July 1, 2002.

7.    Lease by and between Cousins/Myers II, LLC, as Landlord, and Perigon
      Partners, LLC, as Tenant, dated June 28, 2004; as affected by that certain
      Irrevocable Letter of Credit No. NZS524362 by Wells Fargo Bank, N.A.,
      dated August 3, 2004; as affected by that certain Amended and Restated
      Letter of Credit by Wells Fargo Bank, N.A., dated August 9, 2004.

8.    Lease Agreement by and between Cousins/Myers II, LLC, as Landlord, and
      Paul, Hastings, Janofsky & Walker, LLP, as Tenant, dated April 14, 2000,
      as affected by that certain Irrevocable Standby Letter of Credit Number
      3025455 by Bank of America, N.A., dated May 2, 2000; as affected by that
      certain Supplemental Agreement by Cousins/Myers II, LLC, as Landlord,
      dated February, 2002; as affected by that certain Irrevocable Standby
      Letter of Credit No. NY-03957-30030442 by Citibank, N.A., dated August 1,
      2001; as affected by that certain Letter dated January 29, 2002; as
      amended by that certain First Amendment to Lease Agreement by and between
      Cousins/Myers II, LLC, as Landlord, and Paul, Hastings, Janofsky & Walker,
      LLP, as Tenant, dated June 12, 2002, as amended by that certain Second
      Amendment to Lease Agreement by and between Cousins/Myers II, LLC, as
      Landlord, and Paul Hastings, Janofsky & Walker, LLP, as Tenant, dated
      November 26, 2003.

9.    License Agreement by and between Cousins/Myers II, LLC, as Licensor, and
      Captivate, as Licensee, dated March 12, 2001, as amended by that certain
      Letter Agreement, dated August 9, 2004.

10.   Lease Agreement by and between Cousins/Myers II, LLC, as Landlord, and
      Kelly Services, Inc., as Tenant, dated April 28, 2003, as affected by that
      certain Supplemental Notice, dated December 16, 2003.

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                                   EXHIBIT "G"

                                TITLE EXCEPTIONS

1.    All taxes for the year 2004 and subsequent years, not yet due and payable.

2.    Rights of tenants (and their subtenants), as tenants only, under the
      Leases.

3.    The state of facts described by the plat of survey entitled "ALTA Survey
      of a portion of Assessor's Block No. 3708 prepared for Cousins/Myers II,
      LLC, prepared by Martin M. Ron Associates Inc., certified by Benjamin B.
      Ron, P.L.S. No. 5015, dated September 11, 1989, last revised November 2,
      1999.

4.    The lien of supplemental taxes, if any, assessed pursuant to the
      provisions of Section 75, et seq., of the Revenue and Taxation Code of the
      State of California.

5.    Special Assessments as disclosed by Notice of Special Tax Lien recorded
      July 5, 1990, in Official Records Book F160, Page 1044, of the Recorder's
      Office of San Francisco County, California.

6.    Parapet Agreement by William and Louise Van Herick, dated November 26,
      1980, recorded November 28, 1980, in Official Records Book D108, Page 642
      under Recorders' Serial Number D034252, aforesaid records.

7.    Parapet Agreement by Edward J. Conner and Herbert P. McLaughlin, dated May
      9, 1985, recorded June 24, 1985, in Official Records Book D866, Page 175
      under Recorders' Serial Number D659353, aforesaid records.

8.    Legally Required Notice of Preservation Designation by Robert Passmore,
      Zoning Administrator Department of City Planning, dated October 17, 1985,
      recorded October 18, 1985, in Official Records Book D944, Page 1296 under
      Recorder's Serial Number D706738, aforesaid records

9.    City and County of San Francisco, Department of Public Works Order No.
      141,342, dated July 30, 1986, recorded December 16, 1986, in Official
      Records Book E235, Page 1275 under Recorder's Serial Number D914461,
      aforesaid records.

10.   Agreement Regarding Establishing of Pedestrian Mall by and between One
      Second Street Incorporated and the City and County of San Francisco, dated
      June 27, 1991, recorded July 19, 1991, in Official Records Book F421, Page
      446 under Recorder's Serial Number E942635, aforesaid records.

11.   Quitclaim Deed dated June 11, 1991, and recorded October 18, 1991, in
      Official Records Book F484, Page 551, under Recorder's Serial Number
      F012282, aforesaid records.

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

12.   Notice - Seismic Building Hazard (Health & Safety Code 17980.1; Government
      Code Section 8875.2), dated December 7, 1994, recorded January 5, 1995, in
      Official Records Book G291, Page 467 under Recorder's Serial Number
      95-F738406-00, aforesaid records.

13.   Notice - Seismic Building Hazard (Health and Safety Code 17980.1;
      Government Code Section 8875.2), dated December 7, 1994, recorded January
      6, 1995, in Official Records Book G292, Page 398 under Recorder's Serial
      Number 95-F739151-00, aforesaid records.

14.   Notice - Seismic Building Hazard (Health & Safety Code 17980.1; Government
      Code Section 8875.2), dated December 7, 1994, recorded January 6, 1995, in
      Office Records Book G292, Page 399 under Recorder's Serial Number
      95-F739152-00, aforesaid records.

15.   Notice of Substandard and/or Unsafe Structure by Director's Order of
      Abatement Order No. 4974A, Department of Building Inspection, dated June
      8, 1998, recorded June 12, 1998, in Official Records Book H153, Page 431
      under Recorder's Serial Number 98-G367711-00, aforesaid records.

16.   Notice of Substandard and/or Unsafe Structure by Director's Order of
      Abatement Order No. 57490A, Department of Building Inspection, dated April
      12, 1999, recorded June 4, 1999, in Official Records Book H399, Page 347
      under Recorder's Serial Number 99-G599224-00, aforesaid records.

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                                   EXHIBIT "H"

                               EXCEPTION SCHEDULE

1.    Matters raised by that certain correspondence from the San Francisco Fire
      Department dated April 30, 2004 and that certain correspondence from
      Cousins Properties Incorporated dated July 6, 2004.

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                                   EXHIBIT "I"

                            LIST OF SERVICE CONTRACTS

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                                  EXHIBIT "I"

[COUSINS LOGO]                         CONTRACTOR/VENDOR LIST: 55 SECOND STREET

<TABLE>
<CAPTION>
                             M
                             W                                     CONTRACT    MONTHLY    METHOD OF     INSURANCE     WORK
     CONTRACTOR/VENDOR       BC          WORK PERFORMED             EXPIRES      COST    CANCELLATION  CERT. EXP. EVALUATION
--------------------------  ---   -----------------------------    --------   ---------  ------------  ---------- -----------
<S>                         <C>   <C>                             <C>        <C>         <C>           <C>        <C>
Able Engineering            [ ]   Building Engineers                9/25/04      Varies     30 Days     4/1/05      Excellent
AMPCO Parking               [ ]   Parking Garage                   12/31/03    $ 15,279     30 Days     11/1/04     Excellent
August Supply               [ ]   Janitorial Supplies               Monthly      Varies     30 Days      7/1/05     Excellent
Barton Protective Services  [ ]   Security Services                12/31/04    $ 22,645     30 Days      8/1/05     Excellent
Bay Alarm                   [ ]   Alarm Monitoring (Life Safety)      N/A      $  50/Qu     30 Days       N/A       Excellent
Crane Pest Control          [ ]   Pest Control                     12/31/04    $ 192.00     30 Days     9/16/04     Excellent
Decorative Plant            [ ]   Interior Landscaping              Monthly    $    455     30 Days      3/1/05     Excellent
ETC                         [ ]   Card Reader Maintenance          12/31/04    $    457     30 Days      1/1/05     Excellent
Garratt Callahan            [ ]   Water Treatment for HVAC        As Needed                 30 Days      8/1/05     Excellent
Golden Gate Disposal        [ ]   Compactor                         5/31/07    $    675     30 Days     10/1/04     Excellent
Initial                     [ ]   Exterior Landscaping             12/31/04    $    190     30 Days     10/1/04     Excellent
Marble West                 [ ]   Stone Maintenance                12/31/04    $   2560     30 Days      7/1/05     Excellent
Metro Maintenance           [ ]   Janitoial Services               12/31/04    $ 24,706     30 Days      7/1/05     Excellent
Merchants Metal             [ ]   Metal Maintenance                12/31/04    $   1043     30 Days                 Excellent
                                  Sidewalk Washing                 12/31/04    $    390     30 Days
Quality Restoration         [X]   Wood Maintenance                  Monthly    $    292     30 Days      1/1/05     Excellent
Siemens                     [ ]   Fire/Life Safety                 12/31/04    $   1523     30 Days     10/1/04     Excellent
Spider                      [ ]   WWR Pre-Cert                      4/31/04    $750 per     30 Days     9/30/04     Excellent
                                                                             inspection
Thyssen Krupp Elevators     [ ]   Elevator Repair/ Maintenance      7/15/08    $   6500     30 Days     10/1/04     Excellent
XO Communications           [ ]   Office Telephone Service           4/8/05    $  1,000     30 Days       N/A         Good
Yamas                       [ ]   Building Automation Sys.         12/31/04    $    396     30 Days       N/A         Good

<CAPTION>
                             M
                             W
     CONTRACTOR/VENDOR       BC             WORK PERFORMED            CONTACT           PHONE #
-------------------------   ---   -----------------------------   ---------------   --------------
<S>                         <C>   <C>                             <C>               <C>
Able Engineering            [ ]   Building Engineers              Dan Combs         (415) 546-6534
AMPCO Parking               [ ]   Parking Garage                  Dan Prasad        (415) 351-4450
August Supply               [ ]   Janitorial Supplies             Fred Kalbrosky    (650) 697-1187
Barton Protective Services  [ ]   Security Services               Ron Conelius      (415) 249-4710
Bay Alarm                   [ ]   Alarm Monitoring (Life Safety)                    (415) 588-9700
Crane Pest Control          [ ]   Pest Control                    Ken Ward          (415) 922-1666
Decorative Plant            [ ]   Interior Landscaping            Scott             (415) 826-8181
                                                                  Hosterman          x1612
ETC                         [ ]   Card Reader Maintenance         Craig Frazier     (925) 803-8158
Garratt Callahan            [ ]   Water Treatment for HVAC        Robb              (650) 697-5811
                                                                  Martinucci
Golden Gate Disposal        [ ]   Compactor                       Pete Ratto        (415) 621-3841
Initial                     [ ]   Exterior Landscaping            John Landow       (415) 826-8181
Marble West                 [ ]   Stone Maintenance               Fred West         (650) 871-1232
Metro Maintenance           [ ]   Janitoial Services              Michael Oddo      (415) 850-1097
Merchants Metal             [ ]   Metal Maintenance               Fred Salazar      (888) 615-8555
                                  Sidewalk Washing                Chris Glassner
Quality Restoration         [X]   Wood Maintenance                Geoffery Wong     (510) 531-2828
Siemens                     [ ]   Fire/Life Safety                Steve Finley      (650) 345-8571
Spider                      [ ]   WWR Pre-Cert                    Jesse Padfield    (650) 871-5866

Thyssen Krupp Elevators     [ ]   Elevator Repair/ Maintenance    Karen Weinstein   (415) 544-8150
XO Communications           [ ]   Office Telephone Service        Mark Brunello     (408) 794-2797
Yamas                       [ ]   Building Automation Sys.        Patti Shelving    (650) 616-7400
</TABLE>

                                               CPI Form ADM-100, January 2001(C)
<PAGE>

                                   EXHIBIT "J"

                       FORM OF TENANT ESTOPPEL CERTIFICATE

                              _______________, 2004

      From:

            __________________________________________
            ("Tenant")

      To:   Hines-Sumisei U.S. Core Office Fund L.P., and
            Hines-Sumisei US Core Office Properties LP,
            its or their respective affiliates, subsidiaries, successors
            and/or assigns
            c/o Hines Interests Limited Partnership
            2800 Post Oak Boulevard
            Suite 5000
            Houston, Texas 77056-6118
            ("Purchaser")

            __________________________________________
            its successor and/or assigns

            __________________________________________
            __________________________________________

            and

            __________________________________________
            __________________________________________
            __________________________________________
            __________________________________________
            (collectively, "Purchaser's Lender")

            __________________________________________
            __________________________________________
            __________________________________________
            __________________________________________
            ("Landlord")

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

RE:   LEASE: LEASE DATED ______________ BETWEEN ____________________, AS
      ORIGINAL OR SUCCESSOR LANDLORD ("LANDLORD"), AND
      __________________________________ ("TENANT"), AS THE SAME MAY HAVE BEEN
      AMENDED (COPY ATTACHED AS EXHIBIT "A")

PREMISES:                                   IN 55 SECOND STREET, SAN FRANCISCO,
                                            CALIFORNIA
BUILDING:                                   55 SECOND STREET, SAN FRANCISCO,
                                            CALIFORNIA

COMMENCEMENT DATE:                          _______________
EXPIRATION DATE:                            _______________
CURRENT MONTHLY BASE RENT:                  $______________
CURRENT MONTHLY ADDITIONAL RENT:            $______________
STORAGE RENT:                               $______________
PARKING RENT/FEE/CHARGE                     $______________
SECURITY DEPOSIT:                           $______________[AND/OR A LETTER OF
                                                           CREDIT](1)
MONTHLY BASE RENT PAID THROUGH:             _______________, 200__
MONTHLY ADDITIONAL RENT PAID THROUGH:       _______________, 200__
BASE YEAR                                   _______________
BASE AMOUNT                                 $______________

Ladies and Gentlemen:

We are the Tenant under the lease described above. We give you this certificate
to permit you, your successors or assigns to rely on it as conclusive evidence
of the matters stated below, in evaluating and completing the purchase by you or
your assignee of, and a possible loan secured by, the property known as KPMG
Building/55 Second Street in San Francisco, California, which includes the
Premises. We certify to you, your successors and assigns as follows:

1. We are the Tenant at the Premises and, except as may be set forth on EXHIBIT
"B" hereto, are in sole possession of and are occupying the Premises. Except as
may be set forth on EXHIBIT "B" hereto, Tenant has not subleased all or any part
of the Premises or assigned the Lease, or otherwise transferred its interest in
the Lease or the Premises.

2. The attached Lease is currently in effect and constitutes the entire
agreement between Landlord and Tenant. The Lease has not been amended, modified,
or changed, whether in writing or orally, except as may be stated in the copy of
the Lease attached.

3. The Commencement Date and Expiration Date of the term of the Lease are
correctly stated above. Tenant has no options or rights and has not exercised
any options or rights to renew, extend, amend, modify, terminate, reduce or
change the term of the Lease, except as may be stated in the copy of the Lease
attached.

-------------------
(1) Any applicable letter of credit will be identified by instrument number,
amount, issuing bank, named beneficiary, and expiration date.

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

4. The current monthly Base Rent under the Lease and the current monthly
Additional Rent under the Lease are correctly stated above. Monthly Base Rent
and monthly Additional Rent have been paid through the respective dates stated
above. No rent has been prepaid for more than one month. Tenant has not been
given any free rent, partial rent, rebates, rent abatements, or rent concessions
of any kind, except as may be stated in the copy of the Lease attached.

5. Tenant has deposited the Security Deposit stated above with Landlord, and
except as may be set forth on EXHIBIT "B" hereto none of the Security Deposit
has been applied by Landlord to the payment of rent or any other amounts due
under the Lease.

6. Any construction, build-out, improvements, alterations, or additions to the
Premises required under the Lease have been fully completed in accordance with
the plans and specifications described in the Lease. All contributions required
to be made by Landlord for improvements to the Premises, including abatements,
allowances or credits or offsets, if any, against rent or other charges due
under the Lease, have been paid in full to Tenant.

7. To Tenant's knowledge, Landlord has fully performed all of its obligations
under the Lease and is not in default under any term of the Lease. In addition,
to Tenant's knowledge, no circumstances exist under which Landlord may be deemed
in default merely upon service of notice or passage of time.

8. Tenant is not in default under the terms of the Lease, and no circumstances
exist under which Tenant may be deemed in default merely upon service of notice
or passage of time.

9. Tenant does not currently assert and, to Tenant's knowledge, has no defenses,
set-offs, or counterclaims to the payment of rent and all other amounts due from
Tenant to Landlord under the Lease.

10. Tenant has not been granted and has not exercised any options or rights of
expansion, purchase, or first refusal concerning the Lease, the Premises, any
other portion of the Building or any interest in the Building, except as may be
stated in the copy of the Lease attached.

11. Neither Tenant nor any guarantor under the Lease has filed or is the subject
of any filing for bankruptcy or reorganization under federal bankruptcy laws.

12. Tenant's current use of the Premises (which is expressly permitted by the
terms of the Lease) is [general office] [retail - if retail, specialty exact
nature of retail use].

13. Tenant's interest in the Premises and under the Lease has not been assigned,
pledged or encumbered by Tenant, except as set forth on Exhibit "B hereto.

14. Tenant has not used, stored, disposed of or transported at, in, to or from
the Premises or any other portion of the Building any substance classified,
listed or regulated as hazardous, or toxic under applicable federal, state or
local laws, orders, rules or regulations (other than minor quantities of such
substances which are used in the course of ordinary [office retail] operations
in compliance with all applicable laws).

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

15. The address for notices to Tenant under the Lease is correctly set forth in
the Lease.

16. The person signing this letter on behalf of Tenant is duly authorized to
execute and deliver this certificate for and on behalf of the Tenant.

Sincerely,

[NAME OF TENANT]

By:______________________________

Its:_____________________________

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                                   EXHIBIT "A"

                     COPY OF LEASE AND ALL LEASE AMENDMENTS

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                                   EXHIBIT "B"

1.    DESCRIPTION OF SUBLEASES AND/OR ASSIGNMENTS OF TENANT'S INTEREST (IF NONE,
      THEN STATE NONE)

2.    AMOUNTS OF THE SECURITY DEPOSIT WHICH HAVE BEEN APPLIED BY LANDLORD (IF
      NONE, THEN STATE NONE)

55 Second Street, San Francisco, California
Purchase and Sale Agreement

<PAGE>

                                   EXHIBIT "K"

                              PROPERTY TAX APPEALS

None.

55 Second Street - Exhibit "K"
1362589

<PAGE>

                                   EXHIBIT "L"

                            UNPAID TENANT INDUCEMENT
                          COSTS AND LEASING COMMISSIONS

SELLER'S RESPONSIBILITY:

<TABLE>
<CAPTION>
                                                                               Lease      Assumed Due
           Tenant        Suites(s)   Size (SF) TI per SF        TI          Commission       Date
           ------        ---------   --------- ---------        --          ----------       ----
<S>                     <C>          <C>       <C>         <C>              <C>           <C>
KPMG LLP                 800, 900,    98,105    $70.00 +   $7,142,350.00    $561,735.00    January,
                        1000, 1100,             $275,000                                     2005
                        1200, 1400
Perigon Partners, LLC      1900        3,478    $60.00     $  208,680.00    $ 23,302.60    Due upon
                                                                                           tenant's
                                                                                           occupancy

TOTAL                                                      $7,351,030.00    $585,037.60
</TABLE>

PURCHASER'S RESPONSIBILITY:

<TABLE>
<CAPTION>
                                                                               Lease      Assumed Due
           Tenant        Floor(s)    Size (SF) TI per SF        TI          Commission       Date
           ------        --------    --------- ---------        --          ----------       ----
<S>                      <C>         <C>       <C>              <C>         <C>           <C>
None.
</TABLE>

SUMMARY: TENANT FINISH AND LEASE COMMISSION OBLIGATIONS

Seller's Responsibility:    $7,936,067.60 (aggregate)

Purchaser's Responsibility: $0.00 (aggregate)

1.    List of tenants for the purposes of Section 5.4(i): Paul, Hastings,
      Janofsky & Walker, LLP

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 1
<PAGE>

      Cousins Properties Incorporated joins in the execution of this Agreement
for the purpose of agreeing to the provisions of Section 11.6 above.

                                              COUSINS PROPERTIES INCORPORATED,
                                              a Georgia corporation

                                              By:  /s/ Jack A. LaHue
                                                   -------------------------
                                              Name: Jack A. LaHue
                                              Its : Senior Vice President

                                                    (CORPORATE SEAL)

                                       46
<PAGE>

                                   EXHIBIT "M"

                            LIST OF LETTER OF CREDIT

1.    Preston Gates & Ellis LLP: Bank of America, N.A. Irrevocable Standby
      Letter of Credit Number 3027396, in the original amount of $230,000, from
      Bank of America, N.A. in favor of Cousins/Myers II, LLC, dated July 11,
      2000; as amended by that certain Amendment to Irrevocable Standby Credit
      Number: 3027396 - Amendment Number 1, dated August 31, 2001; and as
      further amended by that certain Amendment to Standby Credit Number:
      3027396 - Amendment Number 2, dated February 14, 2002.

2.    Hispanic Scholarship Fund: Irrevocable Letter of Credit Number
      CCD6-00479-30033368, in the original amount of $500,000, from Citibank,
      N.A. in favor of Cousins/Myers II, LLC, dated August 26, 2002.

3.    Perigon Partners, LLC: Irrevocable Letter of Credit Number NZS524362, in
      the original amount of $80,000, from Wells Fargo Bank, N.A. in favor of
      Cousins/Meyers II, LLC, dated August 3, 2004; as amended by that certain
      Amended and Restated Letter of Credit, dated August 9, 2004.

4.    Paul, Hastings, Janofsky & Walker LLP: Irrevocable Standby Letter of
      Credit Number NY-03957-30030442, in the original amount of $3,000,000,
      from Citibank, N.A. in favor of Cousins/Myers II, LLC, dated August 1,
      2001; as amended by that certain Letter dated January 29, 2002 which
      increases the amount to $3,795,000.00.

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 1

<PAGE>

                                  SCHEDULE "1"

                               FORM OF GRANT DEED

RECORDED AT THE REQUEST OF
FIRST AMERICAN  TITLE INSURANCE COMPANY

WHEN RECORDED, RETURN TO:
____________________________________
____________________________________
____________________________________
____________________________________

MAIL TAX STATEMENTS TO:
____________________________________
____________________________________
____________________________________
____________________________________

                                   GRANT DEED

      THE UNDERSIGNED GRANTOR DECLARES:

      THE DOCUMENTARY TRANSFER TAX IS NOT FOR PUBLIC RECORD.

      For valuable consideration, receipt of which is hereby acknowledged,
COUSINS/MYERS II, LLC, a Delaware limited liability company ("Grantor"), hereby
grants to ____________________, a _______________ ("Grantee"), all that certain
tract or parcel of land located in the City of San Francisco, San Francisco
County, State of California, more particularly described on Exhibit "A" attached
hereto and incorporated herein by this reference, together with all improvements
located thereon and all tenements, hereditaments and appurtenances thereto,
subject, however, to the matters set forth on Exhibit "B" attached hereto and by
reference incorporated herein.

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 1

<PAGE>

      IN WITNESS WHEREOF, this Grant Deed has been executed as of __________,
2004.

                                        COUSINS/MYERS II, LLC,
                                        a Delaware limited liability company

                                        By: Cousins Properties Incorporated,
                                            a Georgia corporation,
                                            its managing member

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                                        (CORPORATE SEAL)

STATE OF ___________

COUNTY OF _________

      On ___________, 2004, before me, _______________________________, notary
public, personally appeared _______________________________, personally known to
me or proved to me on the basis of satisfactory evidence to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.

      Witness my hand and official seal.

__________________________________
Notary Public

My Commission Expires:
__________________________________

       (NOTARY SEAL)

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 1

<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 1

<PAGE>

                                   EXHIBIT "B"

                             PERMITTED ENCUMBRANCES

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 1

<PAGE>

                                  SCHEDULE "2"

                   FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES
                        AND SECURITY DEPOSITS AND LEASING
                  COMMISSION OBLIGATIONS ARISING AFTER CLOSING

            ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS

      THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS
("ASSIGNMENT") is made and entered into as of the _____ day of __________, 2004,
by and between COUSINS/MYERS II, LLC, a Delaware limited liability company
("ASSIGNOR"), and _________________________, a _______________ ("ASSIGNEE").

                              W I T N E S S E T H:

      WHEREAS, contemporaneously with the execution hereof, Assignor has
conveyed to Assignee certain real property commonly known as "KPMG Building/55
Second Street" located in San Francisco, San Francisco County, California and
more particularly described on Exhibit "A" attached hereto (the "PROPERTY"); and

      WHEREAS, in connection with said conveyance, Assignor desires to transfer
and assign to Assignee all of Assignor's right, title and interest in and to
certain leases affecting the Property, together with the security deposits and
future leasing commission obligations associated therewith, and, subject to the
terms and conditions hereof, Assignee desires to assume Assignor's obligations
in respect of said leases, security deposits and leasing commission obligations;

      NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) in hand paid to Assignor by Assignee, Assignee's purchase of
the Property and other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged by Assignor and Assignee,
Assignor and Assignee hereby covenant and agree as follows:

      1. Assignor hereby unconditionally and absolutely assigns, transfers, sets
over and conveys to Assignee, without warranty or representation of any kind,
express or implied, except as set forth below and except for any warranty or
representation contained in that certain Purchase and Sale Agreement dated
August __, 2004, between Assignor and Assignee (the "CONTRACT"), applicable to
the property assigned herein, all of Assignor's right, title and interest in, to
and under (a) those certain leases set forth on EXHIBIT "B" attached hereto and
by this reference made a part hereof affecting or relating to the Property or
the improvements thereon (the "LEASES"), (b) those certain tenant deposits
presently held by Assignor and enumerated on EXHIBIT "B" attached hereto (the
"SECURITY DEPOSITS"), and (c) those certain leasing commission agreements more
particularly described on EXHIBIT "C" attached hereto and made a part hereof
(the "COMMISSION AGREEMENTS"), subject to the matters more particularly
described on EXHIBIT "D" attached hereto and made a part hereof. Assignor hereby
warrants and represents that it is the sole owner of the landlord's interests
under the Leases and in and to the

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 2

<PAGE>

Security Deposits free and clear of all liens, claims or encumbrances, except
only the matters expressly listed on said EXHIBIT "D".

      2. Assignee, by acceptance hereof, hereby assumes and agrees to perform
all of Assignor's duties and obligations under the Leases arising from and after
the date hereof, including, without limitation, Assignor's obligations to pay
leasing commissions due and payable in respect of any renewal or expansion of
any of the existing Leases, or any new lease with a tenant under any of the
Leases, after the date hereof pursuant to the Commission Agreements, provided
that any renewal or expansion of any of the existing Leases, or any new lease
with a tenant under any of the Leases that was entered into after the Effective
Date of the Contract (as defined therein) and prior to the date hereof was
approved (or deemed approved) by Purchaser as required in the Contract and
provided that with respect to Security Deposits, Assignee's assumption hereunder
applies only to the extent Assignee received a full credit therefor at Closing.

      3. Assignor hereby agrees that it remains solely liable and responsible
for, and that it shall fully pay and perform, all duties, obligations and
payments due under the Leases or with respect to the Commission Agreements not
expressly assumed by Assignee pursuant to paragraph 2 above.

      4. This Assignment shall inure to the benefit of and be binding upon
Assignor and Assignee, their respective legal representatives, successors and
assigns. This Assignment may be executed in counterparts, each of which shall be
deemed an original and all of such counterparts together shall constitute one
and the same Assignment.

      IN WITNESS WHEREOF, the duly authorized representatives of Assignor and
Assignee have caused this Assignment to be properly executed as of this day and
year first above written.

                                        ASSIGNOR:

                                        COUSINS/MYERS II, LLC,
                                        a Delaware limited liability company

                                        By: Cousins Properties Incorporated,
                                            a Georgia corporation, its managing
                                            member

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                        ASSIGNEE:

                                        _______________________________________,
                                        a_______________________________________

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 2

<PAGE>

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 2

<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 2

<PAGE>

                                   EXHIBIT "B"

                      LIST OF LEASES AND SECURITY DEPOSITS

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 2

<PAGE>

                                   EXHIBIT "C"

                           LEASE COMMISSION AGREEMENTS

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 2

<PAGE>

                                   EXHIBIT "D"

                              PERMITTED EXCEPTIONS

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 2

<PAGE>

                                  SCHEDULE "3"

                    FORM OF BILL OF SALE TO PERSONAL PROPERTY

                                  BILL OF SALE

      THIS BILL OF SALE ("BILL OF SALE") is made and entered into as of the ____
day of ________________________, 200__, by COUSINS/MYERS II, LLC, a Delaware
limited liability company ("SELLER"), for the benefit of ______________________,
a __________________________ ("PURCHASER").

                              W I T N E S S E T H:

      WHEREAS, contemporaneously with the execution hereof, Seller has conveyed
to Purchaser certain improved real property commonly known as "KPMG Building/55
Second Street" located in San Francisco, San Francisco County, California and
more particularly described on EXHIBIT "A" attached hereto; and

      WHEREAS, in connection with said conveyance, Seller desires to transfer
and convey to Purchaser all of Seller's right, title and interest in and to
certain tangible personal property, inventory and fixtures located in and used
exclusively in connection with the ownership, maintenance or operation of the
Property and the Improvements thereon, but expressly excluding certain personal
property herein described;

      NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) in hand paid to Seller by Purchaser, the premises and other
good and valuable consideration, the receipt, adequacy and sufficiency of which
are hereby acknowledged by Seller and Purchaser, it is hereby agreed as follows:

      1. All capitalized terms not defined herein shall have the meanings
ascribed to such terms as set forth in that certain Purchase and Sale Agreement
dated as of August __, 2004, between Seller and Purchaser (the "SALES
CONTRACT").

      2. Seller hereby unconditionally and absolutely transfers, conveys and
sets over to Purchaser, without warranty or representation of any kind, express
or implied, except as set forth below and except for any warranty or
representation contained in the Sales Contract, all right, title and interest of
Seller in any and all furniture (including common area furnishings and interior
landscaping items), carpeting, draperies, appliances, personal property
(excluding any computer software which either is licensed to Seller or Seller
reasonably deems proprietary), machinery, apparatus and equipment owned by
Seller and currently used in the operation, repair and maintenance of the Land
and Improvements and situated thereon, including, without limitation, all of
Seller's right, title and interest in and to those items of tangible personal
property set forth on EXHIBIT "B" attached hereto and all non-confidential
books, records and files (excluding any appraisals, strategic plans for the
Property, internal analyses, information

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 3

<PAGE>

regarding the marketing of the Property for sale, submissions relating to
Seller's obtaining of corporate authorization, attorney and accountant work
product, attorney-client privileged documents, or other information in the
possession or control of Seller which Seller deems proprietary) relating to the
Land and Improvements (the "PERSONAL PROPERTY"). The Personal Property does not
include the items described on EXHIBIT "B-1" attached hereto and any property
owned by tenants, contractors or licensees (provided, however, the Personal
Property does include any reversionary rights, liens or other claims Seller may
have therein).

      3. The Personal Property is hereby transferred and conveyed subject to
those certain matters more particularly described on EXHIBIT "C" attached hereto
and made a part hereof.

      4. Seller warrants and represents to Purchaser that (i) it is the sole
owner of all of the Personal Property listed on EXHIBIT "B" and (ii) Seller
transfers and conveys all of the Personal Property free and clear of all liens,
claims, or encumbrances, except only the Permitted Encumbrances described on
EXHIBIT "C" attached hereto and made a part hereof.

      5. This Bill of Sale shall inure to the benefit of Purchaser, and be
binding upon Seller, and their respective legal representatives, transfers,
successors and assigns.

      IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed
under seal as of this day and year first above written.

                                        COUSINS/MYERS II, LLC,
                                        a Delaware limited liability company

                                        By: Cousins Properties Incorporated,
                                            a Georgia corporation, its managing
                                            member

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 3

<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 3

<PAGE>

                                   EXHIBIT "B"

                            LIST OF PERSONAL PROPERTY

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 3

<PAGE>

                                  EXHIBIT "B-1"

                       LIST OF EXCLUDED PERSONAL PROPERTY

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 3

<PAGE>

                                   EXHIBIT "C"

                             PERMITTED ENCUMBRANCES

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 3

<PAGE>

                                  SCHEDULE "4"

             FORM OF ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS

                 ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS

      THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS ("ASSIGNMENT") is made and
entered into as of the _____ day of __________, 2004, by and between
COUSINS/MYERS II, LLC, a Delaware limited liability company ("ASSIGNOR") and
____________________, a _______________ ("ASSIGNEE").

                              W I T N E S S E T H:

      WHEREAS, contemporaneously with the execution hereof, Assignor has
conveyed to Assignee certain real property commonly known as "KPMG Building/55
Second Street" located in San Francisco, San Francisco County, California and
more particularly described on EXHIBIT "A" attached hereto (the "PROPERTY"); and

      WHEREAS, in connection with said conveyance, Assignor desires to transfer
and assign to Assignee, to the extent assignable, all of Assignor's right, title
and interest in and to certain service contracts related to the Property, and to
the extent assignable, all guaranties and warranties given in connection with
the operation, construction, improvement, alteration or repair of the Property;
and Assignee desires to assume Assignor's obligations under said service
contracts;

      NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) in hand paid to Assignor by Assignee, the Premises and other
good and valuable consideration, the receipt, adequacy and sufficiency of which
are hereby acknowledged by Assignor and Assignee, Assignor and Assignee hereby
covenant and agree as follows:

      1. Assignor hereby unconditionally and absolutely assigns, transfers, sets
over and conveys to Assignee, to the extent assignable, and without warranty or
representation of any kind, express or implied, except as set forth below and
except for any warranty or representation contained in that certain Purchase and
Sale Agreement dated August __, 2004, between Assignor and Assignee, (the
"CONTRACT") applicable to the property assigned herein, all of Assignor's right,
title and interest in, to and under those certain contracts set forth on EXHIBIT
"B" attached hereto and by this reference made a part hereof (the "SERVICE
CONTRACTS"), and all guaranties and warranties given in connection with the
operation, construction, improvement, alteration or repair of the Property,
subject to the matters set forth on EXHIBIT "C" attached hereto and by this
reference made a part hereof.

      2. Assignee, by acceptance hereof, hereby assumes and agrees to perform
all of Assignor's duties and obligations under the Service Contracts arising
from and after the date hereof.

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 4

<PAGE>

      3. Assignor warrants and represents to Assignee that it is the sole owner
of all of the owner's or landlord's interests in the Service Contracts and
warranties described above free and clear of all liens, claims, or encumbrances,
except only the permitted exceptions described on EXHIBIT "C" attached hereto
and made a part hereof.

      4. Assignor hereby agrees that it remains solely liable and responsible
for, and that it shall fully pay and perform, all duties, obligations and
payments due under the Service Contracts not expressly assumed by Assignee
pursuant to paragraph 2 above.

      5. This Assignment shall inure to the benefit and be binding upon Assignor
and Assignee and their respective legal representatives, successors and assigns.

      IN WITNESS WHEREOF, the duly authorized representatives of Assignor and
Assignee have caused this Assignment to be properly executed under seal as of
this day and year first above written.

                                        ASSIGNOR:

                                        COUSINS/MYERS II, LLC,
                                        a Delaware limited liability company

                                        By: Cousins Properties Incorporated,
                                            a Georgia corporation, its managing
                                            member

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                        ASSIGNEE:

                                        _______________________________________,
                                        a ______________________________________

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 4

<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 4

<PAGE>

                                   EXHIBIT "B"

                               ASSIGNED CONTRACTS

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 4

<PAGE>

                                   EXHIBIT "C"

                              PERMITTED EXCEPTIONS

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 4

<PAGE>

                                  SCHEDULE "5"

                          FORM OF GENERAL ASSIGNMENT OF
                    SELLER'S INTEREST IN INTANGIBLE PROPERTY

                               GENERAL ASSIGNMENT

      THIS GENERAL ASSIGNMENT ("ASSIGNMENT") is made and entered into as of the
_____ day of __________, 2004 by COUSINS/MYERS II, LLC, a Delaware limited
liability company ("ASSIGNOR") to _________________________, a _______________
("ASSIGNEE").

                              W I T N E S S E T H:

      WHEREAS, contemporaneously with the execution hereof, Assignor has
conveyed to Assignee certain real property commonly known as "KPMG Building/55
Second Street" located in San Francisco, San Francisco County, California and
more particularly described on EXHIBIT "A" attached hereto (the "PROPERTY"); and

      WHEREAS, in connection with said conveyance, Assignor desires to transfer
and assign to Assignee all of Assignor's right, title and interest (if any) in
and to all assignable tradenames, entitlements and other intangible property
used and owned by Assignor (if any) in connection with the Property, subject to
the matters set forth on EXHIBIT "B" attached hereto and made a part hereof;

      NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) in hand paid to Assignor by Assignee, the premises and other
good and valuable consideration, the receipt, adequacy and sufficiency of which
are hereby acknowledged by Assignor and Assignee, Assignor and Assignee hereby
covenant and agree as follows:

      1. Assignor hereby unconditionally and absolutely assigns, transfers, sets
over and conveys to Assignee, to the extent assignable, and without warranty or
representation of any kind, express or implied, except as set forth below and
except for any warranty or representation contained in that certain Purchase and
Sale Agreement dated as of August __, 2004, between Assignor and Assignee (the
"CONTRACT") applicable to the property assigned herein, all of Assignor's right,
title and interest (if any) in and to all intangible property, if any, owned by
Assignor related to the real property and improvements constituting the Property
(excluding any computer software which either is licensed to Assignor or
Assignor reasonably deems proprietary), including, without limitation,
Assignor's rights and interests in and to the following (i) the name "KPMG
Building/55 Second Street," (ii) all assignable plans and specifications and
other architectural and engineering drawings for the Property and Improvements
(as defined in the Contract); (iii) all assignable warranties or guaranties
given or made in respect of the Improvements or Personal Property (as defined in
the Contract); (iv) all transferable consents, authorizations, variances or
waivers, licenses, permits and approvals from any governmental or
quasi-governmental agency, department, board, commission, bureau or other entity
or

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 5

<PAGE>

instrumentality solely in respect of the Land or Improvements; and (v) the
benefits of Assignor's participation in and contributions to those associations
or organizations listed in the invoices attached hereto as EXHIBIT "C" and made
a part hereof and Assignee, by acceptance hereof, hereby assumes and agrees to
pay all amounts due under or in connection with such invoices arising from and
after the date of hereof.

      2. Assignor warrants and represents to Assignee that Assignor has not
transferred, assigned or conveyed to any third party any interest in, and hereby
transfers, assigns and conveys, the above-described property free and clear of
any liens, claims, or encumbrances, except only the permitted exceptions
described on EXHIBIT "B" attached hereto and made a part hereof.

      3. This Assignment shall inure to the benefit and be binding upon Assignor
and Assignee and their respective legal representatives, successors and assigns.

      IN WITNESS WHEREOF, the duly authorized representative of Assignor has
caused this Assignment to be properly executed under seal as of this day and
year first above written.

                                        ASSIGNOR:

                                        COUSINS/MYERS II, LLC,
                                        a Delaware limited liability company

                                        By: Cousins Properties Incorporated,
                                            a Georgia corporation, its managing
                                            member

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 5

<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 5

<PAGE>

                                   EXHIBIT "B"

                              PERMITTED EXCEPTIONS

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 5

<PAGE>

                                   EXHIBIT "C"

                                    INVOICES

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 5

<PAGE>

                                  SCHEDULE "6"

                           FORM OF SELLER'S AFFIDAVIT
                   (FOR PURCHASER'S TITLE INSURANCE PURPOSES)

                               SELLER'S AFFIDAVIT

STATE OF GEORGIA

COUNTY OF __________

      Personally appeared before me, the undersigned deponent who being duly
sworn, deposes and says on oath the following to the best of his knowledge and
belief:

      1. That the undersigned is the _______________ of Cousins Properties
Incorporated, a Georgia corporation, the managing member of Cousins/Myers II,
LLC, a Delaware limited liability company (hereinafter referred to as "OWNER")
and as such officer of the managing member of Owner, the undersigned has
personal knowledge of the facts sworn to in this Affidavit.

      2. That Owner is the owner of certain real property located in San
Francisco, San Francisco County, California, being described on EXHIBIT "A",
attached hereto and made a part hereof (hereinafter referred to as the
"PROPERTY"), subject to those matters set forth on EXHIBIT "B, attached hereto
and made a part hereof.

      3. That Owner is in possession of the Property, and to the best knowledge
and belief of the undersigned, no other parties have any claim to possession of
the Property, except as set forth on EXHIBIT "B" hereto.

      4. That the undersigned is not aware of and has received no notice of any
pending suits, proceedings, judgments, bankruptcies, liens or executions against
the Owner which affect title to the Property except for any matters set forth on
EXHIBIT "B-1" hereto.

      5. That except as may be set forth on EXHIBIT "B" hereto, there are no
unpaid or unsatisfied security deeds, mortgages, claims of lien, special
assessments for sewer or streets, or ad valorem taxes which constitute a lien
against the Property or any part thereof.

      6. That, except as may be set forth on EXHIBIT "C" attached hereto and
made a part hereof, no improvements or repairs have been made upon the Property
at the instance of Owner within the ninety-five (95) days immediately preceding
the date hereof for which the cost has not been paid; and, except as may be set
forth on EXHIBIT "C" hereto, there are no outstanding bills for labor or
materials used in making improvements or repairs on the Property at the instance
of

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 6

<PAGE>

Owner or for services of architects, surveyors, or engineers incurred in
connection therewith at the instance of Owner.

      7. That Owner is not a foreign person, a foreign corporation, foreign
partnership, foreign trust or foreign estate, as those terms are defined in the
Internal Revenue Code. The federal employer identification number of the Owner
is _______________ and Owner's address is 2500 Windy Ridge Parkway, Suite 1600,
Atlanta, Georgia 30339. This statement is made by the undersigned in compliance
with Section 1445 of the Internal Revenue Code to exempt any transferee of the
Property from withholding the tax required upon a foreign transferor's
disposition of a U.S. real property interest.

      8. That to Owner's knowledge there are no boundary disputes affecting the
Property.

      9. That this Affidavit is made to induce ___________________ Title
Insurance Company to insure title to the Property, without exception other than
as set forth on EXHIBIT "B" hereto, relying on information in this document.

Sworn to and subscribed before me,
this _____ day of ____________, 2004.
                                            ______________________________(SEAL)

__________________________________
Notary Public

My Commission Expires:
__________________________________

       (NOTARIAL SEAL)

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 6
<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 6

<PAGE>

                                   EXHIBIT "B"

                              EXISTING ENCUMBRANCES

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 6

<PAGE>

                                  EXHIBIT "B-1"

              LIST OF ANY PENDING ACTIONS REGARDING TENANT MATTERS

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 6

<PAGE>

                                   EXHIBIT "C"

                     LIST OF ANY CONTRACTORS, MATERIALMEN OR
                         SUPPLIERS NOT YET PAID IN FULL

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 6

<PAGE>

                                  SCHEDULE "7"

                          FORM OF SELLER'S CERTIFICATE
                 (AS TO SELLER'S REPRESENTATIONS AND WARRANTIES)

                   SELLER'S CERTIFICATE AS TO REPRESENTATIONS

      THIS SELLER'S CERTIFICATE AS TO REPRESENTATIONS (this "CERTIFICATE") is
given and made by COUSINS/MYERS II, LLC, a Delaware limited liability company
("SELLER"), this ___ day of ______________, 2004, for the benefit of
_________________________, a _______________ ("PURCHASER").

      Pursuant to the provisions of that certain Purchase and Sale Agreement ,
dated as of August __, 2004, between Seller and Purchaser (the "CONTRACT"), for
the purchase and sale of certain real property commonly known as "KPMG
Building/55 Second Street" located in San Francisco, San Francisco County,
California, and more particularly described on EXHIBIT "A" attached hereto and
made a part hereof (the "PROPERTY"), Seller certifies that except as may be set
forth to the contrary in EXHIBIT "B" attached hereto and made a part hereof, all
of the representations and warranties of Seller contained in Section 4.1 of the
Contract remain true and correct in all material respects as of the date hereof.

      The representations and warranties contained herein and in Section 4.1 of
the Contract shall survive for the period specified in Section 11.4 of the
Contract, and upon the expiration of the applicable survival period, such
representations and warranties of Seller shall be of no further force or effect,
except with respect to any particular alleged breach as to which Purchaser shall
have given Seller written notice prior to the expiration of the survival period
of such alleged breach with reasonable detail as to the nature of such breach
and as to which Purchaser files an action against Seller with respect thereto
within one hundred eighty (180) days after the giving of such notice.

                         [signatures begin on next page]

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 7

<PAGE>

      IN WITNESS WHEREOF, Seller has caused this Certificate to be executed by
its duly authorized representative as of the day and year first above written.

                                     COUSINS/MYERS II, LLC,
                                     a Delaware limited liability company

                                     By: Cousins Properties Incorporated,
                                         a Georgia corporation, its managing
                                         member

                                         By:____________________________________
                                         Name: _________________________________
                                         Title: ________________________________

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 7

<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 7

<PAGE>

                                   EXHIBIT "B"

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 7

<PAGE>

                                  SCHEDULE "8"

                        FORM OF SELLER'S FIRPTA AFFIDAVIT
                       CERTIFICATION OF NON-FOREIGN STATUS

      Section 1445 of the Internal Revenue Code provides that a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign
person. For U.S. tax purposes (including section 1445), the owner of a
disregarded entity (which has legal title to a U.S. real property interest under
local law) will be the transferor of the property and not the disregarded
entity. To inform the transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest by COUSINS/MYERS II, LLC, a
Delaware limited liability company (the "SELLER"), the Seller hereby certifies
as follows:

      1. The Seller is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations);

      2. The Seller is not a disregarded entity as defined in Section
1.1445-2(b)(2)(iii);

      3. The Seller's U.S. employer identification number is 58-2503751; and

      4. The Seller's office address is 2500 Windy Ridge Parkway, Suite 1600,
Atlanta, Georgia 30339-5683.

      The undersigned understands that this Certification may be disclosed to
the Internal Revenue Service by transferee and that any false statement
contained herein could be punished by fine, imprisonment, or both.

      This Certificate is made with the knowledge that _______________________,
a________________________, will rely upon this Certificate in purchasing that
certain real property from Seller more particularly described on EXHIBIT "A"
attached hereto.

      Under penalties of perjury I declare that I have examined this
Certification and to the best of my knowledge and belief, it is true, correct
and complete, and I further declare that I have authority to sign this document
on behalf of the Seller.

                                     COUSINS/MYERS II, LLC,
                                     a Delaware limited liability company

                                     By: Cousins Properties Incorporated,
                                         a Georgia corporation, its managing
                                         member
                                               By:______________________________
                                               Name:____________________________
Date:  ______________, 200__                   Title:___________________________

THIS CERTIFICATION MUST BE RETAINED UNTIL THE END OF THE FIFTH TAXABLE YEAR
FOLLOWING THE TAXABLE YEAR IN WHICH THE TRANSFER TAKES PLACE.

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 8

<PAGE>

                                  SCHEDULE "9"

                         FORM OF PURCHASER'S CERTIFICATE
               (AS TO PURCHASER'S REPRESENTATIONS AND WARRANTIES)

                  PURCHASER'S CERTIFICATE AS TO REPRESENTATIONS

      THIS PURCHASER'S CERTIFICATE AS TO REPRESENTATIONS (this "CERTIFICATE") is
given and made by _________________________ ("PURCHASER"), this ___ day of
______________, 2004, for the benefit of COUSINS/MYERS II, LLC, a Delaware
limited liability company ("SELLER").

Pursuant to the provisions of that certain Purchase and Sale Agreement, dated as
of August __, 2004, between Seller and Purchaser (the "CONTRACT"), for the
purchase and sale of certain real property commonly known as "KPMG Building/55
Second Street" located in San Francisco, San Francisco County, California, and
more particularly described on EXHIBIT "A" attached hereto (the "PROPERTY"),
Purchaser certifies that except as may be set forth to the contrary in EXHIBIT
"B" attached hereto and made a part hereof, all of the representations and
warranties of Purchaser contained in Section 4.4 of the Contract remain true and
correct in all material respects as of the date hereof.

      The representations and warranties contained herein and in Section 4.4 of
the Contract shall survive for the period specified in Section 11.4 of the
Contract, and upon the expiration of the applicable survival period, such
representations and warranties of Purchaser shall be of no further force or
effect, except with respect to any particular alleged breach, as to which Seller
shall have given Purchaser written notice prior to the expiration of the
survival period of such alleged breach with reasonable detail as to the nature
of such breach and as to which Purchaser files an action against Purchaser with
respect thereto within one hundred eighty (180) days after the giving of such
notice.

      IN WITNESS WHEREOF, Purchaser has caused this Certificate to be executed
by its duly authorized representative as of the day and year first above
written.

                                     "PURCHASER"

                                     __________________________________________,
                                     a _________________________________________

                                     By:________________________________________
                                     Name: _____________________________________
                                     Title: ____________________________________

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 9

<PAGE>

                                     (CORPORATE SEAL)

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 9

<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 9

<PAGE>

                                   EXHIBIT "B"

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 9

<PAGE>

                                  SCHEDULE "10"

                            FORM OF SELLER'S ESTOPPEL
                                 (AS TO TENANTS)

                          LANDLORD ESTOPPEL CERTIFICATE

                              _______________, 2004

         From:

             ____________________________________
             ("Landlord")

         To: Hines-Sumisei U.S. Core Office Fund L.P., and
             Hines-Sumisei US Core Office Properties LP,
             its or their respective affiliates, subsidiaries, successors
             and/or assigns
             c/o Hines Interests Limited Partnership
             2800 Post Oak Boulevard
             Suite 5000
             Houston, Texas  77056-6118
             ("Purchaser")

             ____________________________________
             its successor and/or assigns
             ____________________________________
             ____________________________________

             and

             ____________________________________
             ____________________________________
             ____________________________________
             ____________________________________
             (collectively, "Purchaser's Lender")

RE: LEASE:  LEASE DATED ______________ BETWEEN ____________________, AS ORIGINAL
            OR SUCCESSOR LANDLORD ("LANDLORD"), AND ____________________________
            ("TENANT"), AS THE SAME MAY HAVE BEEN AMENDED (COPY ATTACHED AS
            EXHIBIT "A")

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 10

<PAGE>

<TABLE>
<S>                                              <C>
PREMISES:                                        IN 55 SECOND STREET, SAN FRANCISCO, CALIFORNIA
BUILDING:                                        55 SECOND STREET, SAN FRANCISCO, CALIFORNIA

COMMENCEMENT DATE:                               _______________
EXPIRATION DATE:                                 _______________
CURRENT MONTHLY BASE RENT:                       $______________
CURRENT MONTHLY ADDITIONAL RENT                  $______________
STORAGE RENT                                     $______________
PARKING RENT/FEE/CHARGE                          $______________
SECURITY DEPOSIT:                                $______________[AND/OR A LETTER OF CREDIT](2)
MONTHLY BASE RENT PAID THROUGH:                  _______________, 200__
MONTHLY ADDITIONAL RENT PAID THROUGH:            _______________, 200__
BASE YEAR                                        _______________
BASE AMOUNT                                      $______________
</TABLE>

Ladies and Gentlemen:

We are the Landlord under the lease described above, and this certificate is
given pursuant to Section 6.1(d) of that certain Purchase and Sale Agreement
(the "Agreement") dated ________________, 2004, between Landlord, as Seller, and
you, as Purchaser, with respect to ______________. We give you this certificate
to permit you, your successors or assigns to rely on it as conclusive evidence
of the matters stated below, in completing the purchase by you or your assignee
of, and a possible loan secured by "KPMG Building/55 Second Street" which
includes the Premises. We certify to you, your successors and assigns as
follows:

1. To Seller's knowledge, except as may be set forth on EXHIBIT "B" hereto,
Tenant is in sole possession of and is occupying the Premises. To Seller's
knowledge, except as may be set forth on Exhibit "B" hereto, Tenant has not
subleased all or any part of the Premises or assigned the Lease, or otherwise
transferred its interest in the Lease or the Premises.

2. The attached Lease is currently in effect and constitutes the entire
agreement between Landlord and Tenant. The Lease has not been amended, modified,
or changed, whether in writing or orally, except as may be stated in the copy of
the Lease attached.

3. To Landlord's knowledge, the Commencement Date and Expiration Date of the
term of the Lease are correctly stated above. Tenant has no options or rights to
renew, extend, amend, modify, terminate, reduce or change the term of the Lease,
except as may be stated in the copy of the Lease attached.

4. The current monthly Base Rent under the Lease and the current monthly
Additional Rent under the Lease are correctly stated above. Monthly Base Rent
and monthly Additional Rent have been paid through the respective dates stated
above. No rent has been prepaid for more than one month. Tenant has not been
given any free rent, partial rent, rebates, rent abatements,

----------------------------
(2) Any applicable letter of credit will be identified by instrument number,
amount, issuing bank, named beneficiary, and expiration date.

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 11

<PAGE>

or rent concessions of any kind, except as may be stated in the copy of the
Lease attached.

5. Tenant has deposited the Security Deposit stated above with Landlord, and
except as may be set forth on EXHIBIT "B" hereto none of the Security Deposit
has been applied by Landlord to the payment of rent or any other amounts due
under the Lease.

6. To Landlord's knowledge, any construction, build-out, improvements,
alterations, or additions to the Premises required under the Lease to be
completed as of the date hereof have been fully completed substantially in
accordance with the plans and specifications described in the Lease. All
contributions required to be made by Landlord for improvements to the Premises,
including abatements, allowances or credits or offsets, if any, against rent or
other charges due under the Lease, have been paid in full to Tenant.

7. Landlord has fully performed all of its obligations under the Lease and is
not in default under any term of the Lease. In addition, to Landlord's
knowledge, no circumstances exist under which Landlord may be deemed in default
merely upon service of notice or passage of time.

8. Tenant is not in default under the terms of the Lease, and no circumstances
exist under which Tenant may be deemed in default merely upon service of notice
or passage of time.

9. Tenant has not currently asserted to Landlord and, to Landlord's knowledge,
Tenant has no defenses, set-offs, or counterclaims to the payment of rent and
all other amounts due from Tenant to Landlord under the Lease.

10. Tenant has not been granted and has not exercised any options or rights of
expansion, purchase, or first refusal concerning the Lease, the Premises, any
other portion of the Building or any interest in the Building, except as may be
stated in the copy of the Lease attached.

11. To Landlord's knowledge, neither Tenant nor any guarantor under the Lease
has filed or is the subject of any filing for bankruptcy or reorganization under
federal bankruptcy laws.

12. Tenant's current use of the Premises (which is expressly permitted by the
terms of the Lease) is [general office] [retail - if retail, specialty exact
nature of retail use].

13. Tenant's interest in the Premises and under the Lease has not been assigned,
pledged or encumbered by Tenant, except as set forth on Exhibit "B hereto.

14. Tenant has not used, stored, disposed of or transported at, in, to or from
the Premises or any other portion of the Building any substance classified,
listed or regulated as hazardous, or toxic under applicable federal, state or
local laws, orders, rules or regulations (other than minor quantities of such
substances which are used in the course of ordinary [office retail] operations
in compliance with all applicable laws).

All references herein to the "knowledge of Seller" or "to Seller's knowledge"
shall have the same meaning and shall be subject to the same qualifications as
set forth in Section 4.2 of the Agreement.

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 11

<PAGE>

This certificate shall terminate and be of no further force and effect, and
Seller shall have no further liability hereunder, upon the receipt by you or
your successors and assigns of a duly executed Tenant Estoppel Certificate from
the Tenant under the Lease with respect to the matters herein contained, all as
set forth in Section 6.1(d) of the Agreement.

Sincerely,

COUSINS/MYERS II, LLC,
a Delaware limited liability company

By: Cousins Properties Incorporated,
    a Georgia corporation, its managing
    member

    By: ___________________________________
    Name:__________________________________
    Title:_________________________________

                 (CORPORATE SEAL)

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 11

<PAGE>

                                   EXHIBIT "A"

                     COPY OF LEASE AND ALL LEASE AMENDMENTS

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 11

<PAGE>

                                   EXHIBIT "B"

                   DESCRIPTION OF SUBLEASES AND/OR ASSIGNMENTS
                    OF TENANT'S INTEREST (IF NONE, SO STATE)

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 11

<PAGE>

                                  SCHEDULE "11"

                             FORM OF PARENT GUARANTY

      In connection with that certain Purchase and Sale Agreement (the
"Agreement") dated as of August ___, 2004 between COUSINS/MYERS II, LLC, a
Delaware limited liability company ("Seller"), and ___________________________,
a ________________ ("Purchaser"), for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged and confessed, COUSINS
PROPERTIES INCORPORATED, a Georgia corporation ("Guarantor"), hereby
unconditionally, absolutely and irrevocably guarantees (as a primary obligor and
not merely as a surety) to Purchaser, on this the ____ day of _________ 2004,
the due and punctual payment and performance by Seller of its obligations,
covenants and agreements (including indemnification agreements) under Sections
5.3, 5.4, 8.2, 10.1 and 11.1 of the Agreement (collectively, the "Guaranteed
Sections"), subject to any applicable limitations set forth in Section 11.3 and
Section 11.4 of the Agreement, and makes the following agreements with and in
favor of Purchaser:

      (1) Guarantor hereby covenants and agrees with Purchaser, notwithstanding
any modification or alteration of said Guaranteed Sections or of the Agreement
entered into by and between Purchaser and Seller, to make the due and punctual
payment of all money payable by Seller under the Guaranteed Sections, subject to
any applicable limitations set forth in Section 11.3 of the Agreement.

      (2) In the event of a default under any of the Guaranteed Sections,
Guarantor waives any right to require Purchaser to (i) proceed against Seller
with respect to the Guaranteed Sections; (ii) proceed against or exhaust any
security of Seller held by Purchaser; or (iii) pursue any other remedy
whatsoever in Purchaser's power.

      (3) Guarantor hereby represents and warrants as follows:

            (a) as of the date hereof, it directly or indirectly has invested in
      or controls Seller;

            (b) based upon such relationship, Guarantor has determined that it
      is in its best interest to enter into this Guaranty;

            (c) the benefits expected to be derived by Guarantor from its direct
      or indirect investment in Seller and from the consummation of the
      transactions contemplated by the Agreement are at least equal to the
      obligations undertaken by Guarantor pursuant to this Guaranty; and

            (d) this Guaranty has been duly executed by Guarantor and
      constitutes Guarantor's legal, valid and binding obligation, enforceable
      against Guarantor in accordance with its terms.

      (4) Guarantor hereby expressly waives any right of setoff or compensation
against amounts due under this Guaranty and waives all notice of nonperformance,
nonpayment or nonobservance on the part of Seller of the terms, covenants,
conditions and provisions of the Guaranteed Sections. Further, notwithstanding
the application of Official Code of Georgia

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 11

<PAGE>

Annotated Section 10-7-24, Guarantor waives any defense based upon the failure
of Purchaser to commence an action against Seller. Guarantor waives all rights
accorded to guarantors, if any, under the Official Code of Georgia Annotated,
including, without limitation, O.C.G.A. Section 10-7-24.

      (5) Guarantor hereby consents and agrees that Purchaser may at any time,
and from time to time, without notice to or further consent from Guarantor,
whether with or without consideration, modify the terms of the Agreement or the
Guaranteed Sections or take or fail to take any action of any type whatsoever.
No such action which Purchaser shall take or fail to take in connection with the
Agreement or any security for the payment of the indebtedness of Seller to
Purchaser or for the performance of any obligations or undertakings of Seller,
nor any course of dealing with Seller or any other person, shall release
Guarantor's obligations hereunder, affect this Guaranty in any way or afford
Guarantor any recourse against Purchaser.

      (6) Without limiting the generality of the foregoing, the liability of
Guarantor under this Guaranty shall not be deemed to have been waived, released,
discharged, impaired or affected by reason of any waiver or failure to enforce
any of the obligations of Seller against Seller under the Guaranteed Sections or
any discharge of Seller in any receivership, bankruptcy, winding-up or other
creditors' proceedings or the rejection, disaffirmance or disclaimer of the
Guaranteed Sections by any party in any action or proceeding, and shall continue
with respect to the periods prior thereto and thereafter; subject, however, to
the limitations set forth in Section 11.4 of the Agreement. Guarantor further
agrees that its guarantee shall continue to be effective or be reinstated, as
the case may be, if at any time any payment on any of the Guaranteed Sections is
rescinded or must otherwise be restored by Purchaser on the bankruptcy or
reorganization of Seller.

      (7) This Guaranty shall be one of payment and not of collection. All of
the terms, agreements and conditions of this Guaranty shall extend to and be
binding upon Guarantor and its successors (however, Guarantor may not assign its
obligations under this Guaranty in whole or in part), and shall inure to the
benefit of and may be enforced by Purchaser and its successors and assigns.

      (8) Any indebtedness of Seller now or hereafter held by Guarantor,
including but not limited to any right to reimbursement of amounts paid by
Guarantor hereunder, is hereby subordinated to the indebtedness of Seller and
Guarantor to Purchaser.

      (9) Each provision of this Guaranty shall be enforceable to the maximum
extent not prohibited by law. If any provision or its application to any person
or circumstance shall be invalid or unenforceable, the remaining provisions, or
the application of such provision to persons or circumstances other than those
as to which it is invalid or unenforceable, shall not be affected. This Guaranty
contains the entire agreement among the parties with respect to the subject
matter hereof and supersedes all prior agreements relating to such subject
matter and cannot be amended or supplemented, except by a written agreement
signed by the parties hereto. This Guaranty may be executed in counterparts
which together shall constitute the same instrument. This Guaranty shall be
construed in accordance with the internal laws, and not the law of conflicts, of
the State of Georgia applicable to agreements made and to be performed in such
state.

      (10) All notices or other communications required or permitted hereunder
will be in writing, and will be given by (a) personal delivery, or (b)
professional expedited delivery service

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 11

<PAGE>

with proof of delivery, or (c) if being sent to an addressee in the United
States, United States mail, postage prepaid, registered or certified mail,
return receipt requested, or (d) facsimile (provided that such facsimile is
confirmed by the sender by personal delivery or expedited delivery service in
the manner previously described), 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 on a Business Day (as defined in the
Agreement) at the applicable address, or, in the case of facsimile transmission,
upon receipt if on a Business Day and, if not on a Business Day, on the next
Business Day. The address of Purchaser is as set forth for Purchaser in the
Agreement, and the address for Guarantor is in care of Seller, as set forth in
the Agreement.

      (11) In the event of any action or proceeding at law or in equity between
Purchaser and Guarantor, the prevailing party, in addition to such other relief
as may be awarded, shall be entitled to recover from the unsuccessful party all
reasonable costs and expenses, including, without limitation, reasonable
attorneys' fees and expenses, incurred in such action or proceeding and in any
appeal in connection therewith by such prevailing party.

      IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed
and delivered as of the ____ day of ________, 2004.

GUARANTOR:

COUSINS PROPERTIES INCORPORATED,
A GEORGIA CORPORATION

                                    -
By: _____________________________________________
Name: ___________________________________________
Title: __________________________________________

Guarantor's Address:

2500 Windy Ridge Parkway
Suite 1600
Atlanta, Georgia  30339-5683
Attn: Corporate Secretary

Purchase and Sale Agreement
55 Second Street, San Francisco, California
Schedule 11
<PAGE>

                               FIRST AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

      THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is
made and entered into as of August 31, 2004, between COUSINS/MYERS II, LLC, a
Delaware limited liability company ("Seller"), and HINES-SUMISEI US CORE OFFICE
PROPERTIES, LP, a Delaware limited partnership ("Purchaser").

                              BACKGROUND STATEMENT

      A. Purchaser and Seller entered into that certain Purchase and Sale
Agreement dated August 20, 2004 (the "Agreement") with respect to certain real
property located in San Francisco, San Francisco County, California, as more
particularly described on Exhibit "A" to the Agreement.

      B. Purchaser and Seller desire to amend the Agreement.

                                   AGREEMENTS:

      NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, and other good and valuable consideration, all of
which each party agrees constitutes sufficient consideration received, the
parties agree as follows:

      1. Definitions. Capitalized terms not defined herein shall have the same
meaning as set forth in the Agreement.

      2. Inspection Period. The expiration of the Inspection Period is hereby
extended from 5:00 P.M. local San Francisco time on August 31, 2004 to 5:00 P.M.
local San Francisco time on September 1, 2004.

      3. Unpaid Tenant Inducement Costs and Leasing Commissions. Exhibit "L" to
the Agreement is hereby deleted in its entirety and replaced with Exhibit "L"
attached to hereto and made a part hereof.

      4. Ratification. Except as herein modified or amended, all terms and
conditions of the Agreement are hereby ratified and confirmed by Seller and
Purchaser and remain in full force and effect. In the event of any conflict
between the terms and provisions of this Amendment and the Agreement, this
Amendment shall control.

      5. Multiple Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall constitute an original, but which together
shall constitute this Amendment. To facilitate execution and delivery of this
Amendment, the parties may execute and exchange counterparts of the signatures
by telecopy. The signature of any party to any counterpart may be appended to
any other counterpart.

55 Second Street

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have duly signed and delivered this
Amendment effective as of the date first above-written.

                                    SELLER:

                                    COUSINS/MYERS II, LLC,
                                    a Delaware limited liability company

                                       By: Cousins Properties Incorporated,
                                           a Georgia corporation,
                                           its managing member

Date of Execution:                         By: /s/ JACK A. LAHUE
                                              ------------------------------
                                           Name: JACK A. LAHUE
August 31, 2004                            Title: Senior Vice President

                                       PURCHASER:

                                       HINES-SUMISEI US CORE OFFICE
                                       PROPERTIES, LP,
                                       a Delaware limited partnership

                                       By: Hines-Sumisei U.S. Core Office Trust,
                                           a Maryland real estate investment
                                           trust, its general partner

Date of Execution:                         By: /s/ EDMUND DONALDSON
                                              ------------------------------
                                           Name: EDMUND DONALDSON
August 31, 2004                            Title: Vice President

55 Second Street

                                       2
<PAGE>

                                   EXHIBIT "L"

                            UNPAID TENANT INDUCEMENT
                          COSTS AND LEASING COMMISSIONS

SELLER'S RESPONSIBILITY:

<TABLE>
<CAPTION>
                                                                                    Lease          Assumed
      Tenant              Suites(s)   Size (SF)    TI per SF          TI          Commission      Due Date
      ------              ---------   ---------    ---------          --          ----------      --------
<S>                      <C>          <C>          <C>          <C>               <C>             <C>
KPMG LLP                 800, 900,       98,105    $ 70.00 +    $ 7,117,350.00    $561,735.00      January,
                            1000,                  $ 250,000                                         2005
                            1100,
                         1200, 1400

Perigon Partners, LLC       1900          3,478    $   60.00    $   208,680.00    $ 23,302.60      Due upon
                                                                                                   tenant's
                                                                                                  occupancy

TOTAL                                                           $ 7,326,030.00    $585,037.60
</TABLE>

PURCHASER'S RESPONSIBILITY:


<TABLE>
<CAPTION>
                                                                                    Lease          Assumed
      Tenant             Floor(s)     Size (SF)    TI per SF         TI           Commission      Due Date
      ------             --------     ---------    ---------         --           ----------      --------
<S>                      <C>          <C>          <C>               <C>          <C>             <C>
None.
</TABLE>

SUMMARY:  TENANT FINISH AND LEASE COMMISSION OBLIGATIONS

Seller's Responsibility:        $7,911,067.60 (aggregate)

Purchaser's Responsibility:     $0.00 (aggregate)

1.    List of tenants for the purposes of Section 5.4(i): Paul, Hastings,
      Janofsky & Walker, LLP

55 Second Street

                                       3
<PAGE>

                               SECOND AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

      THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is
made and entered into as of September 1, 2004, between COUSINS/MYERS II, LLC, a
Delaware limited liability company ("Seller"), and HINES-SUMISEI US CORE OFFICE
PROPERTIES, LP, a Delaware limited partnership ("Purchaser").

                              BACKGROUND STATEMENT

      A. Purchaser and Seller entered into that certain Purchase and Sale
Agreement dated August 20, 2004 (the "Main Agreement"), as further amended by
that certain First Amendment to Purchase and Sale Agreement dated August 31,
2004 (the "First Amendment") (the Main Agreement and the First Amendment shall
hereinafter be collectively referred to as the "Agreement") with respect to
certain real property known as 55 Second Street in San Francisco, San Francisco
County, California, as more particularly described on Exhibit "A" to the
Agreement.

      B. Purchaser and Seller desire to amend the Agreement.

                                   AGREEMENTS:

      NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, and other good and valuable consideration, all of
which each party agrees constitutes sufficient consideration received, the
parties agree as follows:

      1. Definitions. Capitalized terms not defined herein shall have the same
meaning as set forth in the Agreement.

      2. Inspection Period. The expiration of the Inspection Period is hereby
extended from 5:00 P.M. local San Francisco time on September 1, 2004 to 5:00
P.M. local San Francisco time on September 2, 2004.

      3. Ratification. Except as herein modified or amended, all terms and
conditions of the Agreement are hereby ratified and confirmed by Seller and
Purchaser and remain in full force and effect. In the event of any conflict
between the terms and provisions of this Amendment and the Agreement, this
Amendment shall control.

      4. Multiple Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall constitute an original, but which together
shall constitute this Amendment. To facilitate execution and delivery of this
Amendment, the parties may execute and exchange counterparts of the signatures
by telecopy. The signature of any party to any counterpart may be appended to
any other counterpart.

55 Second Street

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have duly signed and delivered this
Amendment effective as of the date first above-written.

                                SELLER:

                                COUSINS/MYERS II, LLC,
                                a Delaware limited liability company

                                   By: Cousins Properties Incorporated,
                                       a Georgia corporation,
                                       its managing member

Date of Execution:                     By: /s/ JACK A. LAHUE
                                          ------------------------------
                                       Name: JACK A. LAHUE
September 1, 2004                      Title: Senior Vice President

                                   PURCHASER:

                                   HINES-SUMISEI US CORE OFFICE
                                   PROPERTIES, LP,
                                   a Delaware limited partnership

                                   By: Hines-Sumisei U.S. Core Office Trust,
                                       a Maryland real estate investment trust,
                                       its general partner

Date of Execution:                     By: /s/ EDMUND DONALDSON
                                          ------------------------------
                                       Name: EDMUND DONALDSON
September 1, 2004                      Title: Vice President

55 Second Street

                                       2
<PAGE>

                               THIRD AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

      THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is
made and entered into as of September 2, 2004, between COUSINS/MYERS II, LLC, a
Delaware limited liability company ("Seller"), and HINES-SUMISEI US CORE OFFICE
PROPERTIES, LP, a Delaware limited partnership ("Purchaser").

                              BACKGROUND STATEMENT

      A. Purchaser and Seller entered into that certain Purchase and Sale
Agreement dated August 20, 2004 (the "Main Agreement"), as further amended by
that certain First Amendment to Purchase and Sale Agreement dated August 31,
2004 (the "First Amendment"), as further amended by that certain Second
Amendment to Purchase and Sale Agreement dated September 1, 2004 (the "Second
Amendment") (the Main Agreement, the First Amendment and the Second Amendment
shall hereinafter be collectively referred to as the "Agreement") with respect
to certain real property known as 55 Second Street in San Francisco, San
Francisco County, California, as more particularly described on Exhibit "A" to
the Agreement.

      B. Purchaser and Seller desire to amend the Agreement.

                                   AGREEMENTS:

      NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, and other good and valuable consideration, all of
which each party agrees constitutes sufficient consideration received, the
parties agree as follows:

      1. Definitions. Capitalized terms not defined herein shall have the same
meaning as set forth in the Agreement.

      2. Inspection Period. The expiration of the Inspection Period is hereby
extended from 5:00 P.M. local San Francisco time on September 2, 2004 to 5:00
P.M. local San Francisco time on September 3, 2004.

      3. Ratification. Except as herein modified or amended, all terms and
conditions of the Agreement are hereby ratified and confirmed by Seller and
Purchaser and remain in full force and effect. In the event of any conflict
between the terms and provisions of this Amendment and the Agreement, this
Amendment shall control.

      4. Multiple Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall constitute an original, but which together
shall constitute this Amendment. To facilitate execution and delivery of this
Amendment, the parties may execute and exchange counterparts of the signatures
by telecopy. The signature of any party to any counterpart may be appended to
any other counterpart.

55 Second Street

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have duly signed and delivered this
Amendment effective as of the date first above-written.

                                SELLER:

                                COUSINS/MYERS II, LLC,
                                a Delaware limited liability company

                                   By: Cousins Properties Incorporated,
                                       a Georgia corporation,
                                       its managing member

Date of Execution:                     By: /s/ JACK A. LAHUE
                                          ------------------------------
                                       Name: JACK A. LAHUE
September 2nd, 2004                    Title: Senior Vice President

                                   PURCHASER:

                                   HINES-SUMISEI US CORE OFFICE
                                   PROPERTIES, LP,
                                   a Delaware limited partnership

                                   By: Hines-Sumisei U.S. Core Office Trust,
                                       a Maryland real estate investment trust,
                                       its general partner

Date of Execution:                     By: /s/ EDMUND DONALDSON
                                          ------------------------------
                                       Name: EDMUND DONALDSON
September 2, 2004                      Title: Vice President

55 Second Street

                                       2
<PAGE>

                               FOURTH AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

      THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is
made and entered into as of September 3, 2004, between COUSINS/MYERS II, LLC, a
Delaware limited liability company ("Seller"), and HINES-SUMISEI US CORE OFFICE
PROPERTIES, LP, a Delaware limited partnership ("Purchaser").

                              BACKGROUND STATEMENT

      A. Purchaser and Seller entered into that certain Purchase and Sale
Agreement dated August 20, 2004 (the "Main Agreement"), as amended by that
certain First Amendment to Purchase and Sale Agreement dated August 31, 2004
(the "First Amendment") and by that certain Second Amendment to Purchase and
Sale Agreement dated September 1, 2004 (the "Second Amendment") and by that
certain Third Amendment to Purchase and Sale Agreement dated September 2, 2004
(the "Third Amendment") (the Main Agreement, the First Amendment, the Second
Amendment and the Third Amendment shall hereinafter be collectively referred to
as the "Agreement") with respect to certain real property known as 55 Second
Street in San Francisco, San Francisco County, California, as more particularly
described on Exhibit "A" to the Agreement.

      B. Purchaser and Seller desire to further amend the Agreement.

                                   AGREEMENTS:

      NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, and other good and valuable consideration, all of
which each party agrees constitutes sufficient consideration received, the
parties agree as follows:

      1.    Definitions. Capitalized terms not defined herein shall have the
same meaning as set forth in the Agreement.

      2.    Inspection Period Matters. During the Inspection Period, Purchaser
has raised certain items to be resolved prior to Closing between Purchaser and
Seller which are resolved as follows:

            a.    Energy Audit. Purchaser has noted that an energy audit is to
                  be performed at the Property. Accordingly, Seller shall
                  provide Purchaser with a credit against the Purchase Price at
                  Closing in the amount of Two Thousand Five Hundred and No/100
                  Dollars ($2,500.00) as compensation in full for the
                  performance of the energy audit.

1371687.2
55 Second Street

<PAGE>

            b.    Furnishings in Open Space. Purchaser has noted that additional
                  chairs and/or other seating in the lobby of the Building may
                  be required by the Code of the City of San Francisco,
                  California (the "Code"). Accordingly, prior to Closing,
                  Purchaser may elect to cause Seller to either (i) provide
                  Purchaser with a credit against the Purchase Price in the
                  amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00)
                  as compensation in full for all other seating, landscaping,
                  tables, and other items required in the open space of the
                  Building pursuant to the Code, or (ii) cause a plan reasonably
                  acceptable to Purchaser for additional seating in the lobby of
                  the Building to be prepared and approved by the City of San
                  Francisco (the "City") and provide Purchaser with such chairs
                  and/or other seating required by such plan. Notwithstanding
                  anything to the contrary in the Agreement (as amended hereby),
                  if Purchaser elects option (ii) above, this Paragraph 2(b)
                  shall not be subject to the Basket Limitation and the Cap
                  Limitation; and this Paragraph 2(b) shall be considered a
                  Guaranteed Section (as defined in the Parent Guaranty) for all
                  purposes under the Agreement and the Parent Guaranty and the
                  Parent Guaranty form shall be revised accordingly.

            c.    Handrails. Seller hereby agrees to provide Purchaser a credit
                  against the Purchase Price in the amount of $26,000 at
                  Closing, as compensation in full for the painting of the
                  handrails located at the roof levels of the Building.

            d.    Elevator Machine Room. Purchaser has noted that the
                  differential pressure in the elevator machine room is not in
                  compliance with the Code. At Closing, Seller will assign to
                  Purchaser the warranty from Hathaway Dinwiddie Construction
                  (the "Warrantor") regarding the elevator machine room
                  (provided that Seller shall retain in such assignment the
                  right to pursue the Warrantor under such warranty to the
                  extent Purchaser receives reimbursement from Seller as
                  hereinafter provided). To the extent that the Warrantor does
                  not complete the work described in this Paragraph 2(d) within
                  three (3) months after the Closing to the reasonable
                  satisfaction of Purchaser, Seller shall, within thirty (30)
                  days after Seller receives receipts or other documentation
                  reasonably acceptable to Seller evidencing payments to third
                  parties of, the cost of causing the differential pressure in
                  the elevator machine room to comply with the Code, reimburse
                  Purchaser for such cost; provided, however, such reimbursement
                  shall not exceed the cap amount to be agreed upon in
                  accordance with the terms of this Paragraph 2(d) (the "CAP
                  Amount"). As promptly after the Amendment Effective Date (as
                  hereinafter defined) as possible, Purchaser will obtain from
                  each of two (2) contractors mutually acceptable to Purchaser
                  and Seller a bid for the cost of causing the differential
                  pressure in the elevator machine room to comply with the Code
                  upon terms and conditions and with a scope of work mutually
                  acceptable to Purchaser and Seller. The lower of the two (2)
                  bids will be the CAP Amount. Notwithstanding anything to the
                  contrary provided in the Agreement (as amended hereby), this
                  Paragraph 2(d) shall not be subject to the Basket

1371687-2
55 Second Street

                                       2

<PAGE>

                  Limitation and the Cap Limitation. Further, this Paragraph
                  2(d) shall be considered a Guaranteed Section (as defined in
                  the Parent Guaranty) for all purposes under the Agreement and
                  the Parent Guaranty and the Parent Guaranty form shall be
                  revised accordingly. The terms and provisions of this
                  Paragraph 2(d) shall survive the date of Closing for a period
                  of twelve (12) months.

            e.    Smoke Detectors in Telephone Closets. Purchaser has noted that
                  several smoke detectors are missing in the telephone closets.
                  Accordingly, Seller shall provide Purchaser with a credit
                  against the Purchase Price in the amount of Thirty Thousand
                  and No/100 Dollars ($30,000.00) at Closing, as compensation in
                  full for all such missing smoke detectors.

            f.    Security Repairs. Seller shall provide Purchaser a credit in
                  the amount of Two Thousand Three Hundred Fifty and No/100
                  Dollars ($2,350.00) against the Purchase Price at Closing for
                  the items shown on Exhibit "A" attached hereto and by this
                  reference incorporated herein, as compensation in full for any
                  and all deficiencies in all security equipment at the
                  Building.

      3. Amendment Effective Date. The effective date of this Amendment (the
"Amendment Effective Date") shall be the date the second of Seller or Purchaser
executes this Amendment and delivers the fully executed Amendment to the other
party.

      4. Additional Earnest Money. Notwithstanding anything in the Agreement (as
amended hereby) to the contrary, Purchaser and Seller hereby acknowledge and
agree that although the Inspection Period will expire on the Amendment Effective
Date, Purchaser shall have until 5:00 P.M. local San Francisco California time
on Tuesday, September 7, 2004 to deposit the Additional Earnest Money with
Escrow Agent.

      5. Ratification. Except as herein modified or amended, all terms and
conditions of the Agreement are hereby ratified and confirmed by Seller and
Purchaser and remain in full force and effect. In the event of any conflict
between the terms and provisions of this Amendment and the Agreement, this
Amendment shall control.

      6. Multiple Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall constitute an original, but which together
shall constitute this Amendment. To facilitate execution and delivery of this
Amendment, the parties may execute and exchange counterparts of the signatures
by telecopy. The signature of any party to any counterpart may be appended to
any other counterparts.

                        [Signatures begin on next page.]

1371687-2
55 Second Street

                                       3

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have duly signed and delivered this
Amendment effective as of the date first above-written.

                                SELLER:

                                COUSINS/MYERS II, LLC,
                                a Delaware limited liability company

                                   By: Cousins Properties Incorporated,
                                       a Georgia corporation,
                                       its managing member

Date of Execution:                     By: /s/ JACK A. LAHUE
                                          ------------------------------
                                       Name: JACK A. LAHUE
September 3rd, 2004                    Title: Senior Vice President

                                       PURCHASER:

                                       HINES-SUMISEI US CORE OFFICE
                                       PROPERTIES, LP,
                                       a Delaware limited partnership

                                       By: Hines-Sumisei U.S. Core Office Trust,
                                           a Maryland real estate investment
                                           trust, its general partner

Date of Execution:                         By: _____________________________
                                           Name: ___________________________
September ___, 2004                        Title: __________________________

55 Second Street

                                       4

<PAGE>

                                   EXHIBIT "A"

                                SECURITY REPAIRS

1. Refocus camera Main Lobby-SW corner

2. Replace two (2) 9-inch CCTV monitors with two (2) 14-inch monitors

3. Replace two (2) 9-inch CCTV monitors with one (1) 21-inch monitor

4. Replace monitor switch

1371687-2
55 Second Street

                                       5
<PAGE>
                               FIFTH AMENDMENT TO
                          PURCHASE AND SALE AGREEMENT

         THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is made and entered into as of September 15, 2004, between COUSINS/MYERS II,
LLC, a Delaware limited liability company ("Seller"), and HINES-SUMISEI US CORE
OFFICE PROPERTIES, LP, a Delaware limited partnership ("Purchaser").

                              BACKGROUND STATEMENT

         A. Purchaser and Seller entered into that certain Purchase and Sale
Agreement dated August 20, 2004 (the "Main Agreement"), as further amended by
that certain First Amendment to Purchase and Sale Agreement dated August 31,
2004 (the "First Amendment") as further amended by that certain Second Amendment
to Purchase and Sale Agreement dated September 1, 2004 (the "Second Amendment")
as further amended by that certain Third Amendment to Purchase and Sale
Agreement dated September 2, 2004 (the "Third Amendment") as further amended by
that certain Fourth Amendment to Purchase and Sale Agreement dated September 3,
2004 (the "Fourth Amendment") (the Main Agreement, the First Amendment, the
Second Amendment, the Third Amendment and the Fourth Amendment shall hereinafter
be collectively referred to as the "Agreement") with respect to certain real
property known as 55 Second Street in San Francisco, San Francisco County,
California, as more particularly described on Exhibit "A" to the Agreement.

         B. Purchaser and Seller desire to amend the Agreement.

                                   AGREEMENTS:

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, and other good and valuable consideration, all of
which each party agrees constitutes sufficient consideration received, the
parties agree as follows:

         1. Definitions. Capitalized terms not defined herein shall have the
same meaning as set forth in the Agreement.

         2. Closing Date. The first sentence of Section 2.6 of the Agreement is
hereby deleted in its entirety and the following sentence is hereby substituted
in lieu thereof. "The consummation of the sale by Seller and purchase by
Purchaser of the Property (the "Closing") shall be held on or before September
17, 2004."

         3. Ratification. Except as herein modified or amended, all terms and
conditions of the Agreement are hereby ratified and confirmed by Seller and
Purchaser and remain in full force and effect. In the event of any conflict
between the terms and provisions of this Amendment and the Agreement, this
Amendment shall control.


<PAGE>

and exchange counterparts of the signatures by telecopy. The signature of any
party to any counterpart may be appended to any other counterpart.

         IN WITNESS WHEREOF, the parties hereto have duly signed and delivered
this Amendment effective as of the date first above-written.

                                  SELLER:

                                  COUSINS/MYERS II, LLC,
                                  a Delaware limited liability company

                                  By: Cousins Properties Incorporated,
                                      a Georgia corporation,
                                      its managing member

Date of Execution:                    By: /s/ Craig B. Jones
                                         --------------------------------------
                                      Name: Craig B. Jones
                                           ------------------------------------
September 15, 2004                    Title: Executive Vice President
                                            -----------------------------------




                                  PURCHASER:

                                  HINES-SUMISEI US CORE OFFICE
                                  PROPERTIES, LP,
                                  a Delaware limited partnership


                                  By:  Hines-Sumisei U.S. Core Office Trust,
                                       a Maryland real estate investment trust,
                                       its general partner

Date of Execution:                     By: /s/ Edmund Donaldson
                                          -------------------------------------
                                          Edmund Donaldson
September 15, 2004                        Vice President


                                       2
<PAGE>




                               SIXTH AMENDMENT TO
                          PURCHASE AND SALE AGREEMENT


         THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is made and entered into as of September 17, 2004, between COUSINS/MYERS II,
LLC, a Delaware limited liability company ("Seller"), and HINES 55 SECOND STREET
LP, a Delaware limited partnership ("Purchaser").

                              BACKGROUND STATEMENT

         A. Hines-Sumisei US Core Office Properties, LP ("Hines") and Seller
entered into that certain Purchase and Sale Agreement dated August 20, 2004 (the
"Main Agreement"), as amended by that certain First Amendment to Purchase and
Sale Agreement dated August 31, 2004 by and between Hines and Seller (the "First
Amendment"), as further amended by that certain Second Amendment to Purchase and
Sale Agreement dated September 1, 2004 by and between Hines and Seller (the
"Second Amendment"), as further amended by that certain Third Amendment to
Purchase and Sale Agreement dated September 2, 2004 by and between Hines and
Seller (the "Third Amendment"), as further amended by that certain Fourth
Amendment to Purchase and Sale Agreement dated September 3, 2004 by and between
Hines and Seller (the "Fourth Amendment"), as further amended by that certain
Fifth Amendment to Purchase and Sale Agreement dated September 15, 2004 by and
between Hines and Seller, as assigned from Hines to Purchaser (the "Fifth
Amendment"; the Main Agreement, the First Amendment, the Second Amendment, the
Third Amendment, the Fourth Amendment and the Fifth Amendment shall hereinafter
be collectively referred to as the "Agreement") with respect to certain real
property known as 55 Second Street in San Francisco, San Francisco County,
California, as more particularly described on Exhibit "A" to the Agreement.

         B. Purchaser and Seller desire to amend the Agreement as hereinafter
set forth.

                                  AGREEMENTS:

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, and other good and valuable consideration, all of
which each party agrees constitutes sufficient consideration received, the
parties agree as follows:

         1. Definitions. Capitalized terms not defined herein shall have the
same meaning as set forth in the Agreement.

         2. Closing Date. The first sentence of Section 2.6 of the Agreement is
hereby deleted in its entirety and the following sentence is hereby substituted
in lieu thereof. "The consummation of the sale by Seller and purchase by
Purchaser of the Property (the "Closing") shall be held on or before September
20, 2004."

<PAGE>


         3. Waiver of Closing Conditions. In connection with the Conditions to
Closing set forth in Section 6.1 of the Agreement:

         (a)      Purchaser acknowledges that as of the date hereof, all of the
                  items required to be delivered to Purchaser pursuant to the
                  terms of the Agreement, other than the closing deliveries set
                  forth in Section 5.1 of the Agreement, have been delivered to
                  Purchaser;

         (b)      Purchaser acknowledges that as of the date hereof, to the best
                  of Purchaser's knowledge, Seller has performed, in all
                  material respects, all covenants, agreements and undertakings
                  of Seller contained in this Agreement;

         (c)      Purchaser acknowledges that Purchaser has received Tenant
                  Estoppel Certificates from each of the Major Tenants and that
                  all of the conditions set forth in Section 6.1(d) of the
                  Agreement are satisfied;

         (d)      Purchaser acknowledges that as of the date hereof, to the best
                  of Purchaser's knowledge, no order or injunction has been
                  issued by any court or administrative agency which restricts
                  or prohibits the transaction contemplated by this Agreement;
                  and

         (e)      Purchaser acknowledges that as of the date hereof, to the best
                  of Purchaser's knowledge, no Major Tenant is in default under
                  its Lease (beyond any applicable notice and grace period set
                  forth therein) with respect to the payment of base or basic
                  rental thereunder and no Major Tenant (or any guarantor of any
                  Major Tenant's Lease) has filed for bankruptcy, is subject to
                  an involuntary bankruptcy proceeding, has been adjudicated
                  bankrupt or admitted in writing to its inability to pay its
                  debts as the same become due or had a receiver appointed for
                  any of its assets.

         4. Ratification. Except as herein modified or amended, all terms and
conditions of the Agreement are hereby ratified and confirmed by Seller and
Purchaser and remain in full force and effect. In the event of any conflict
between the terms and provisions of this Amendment and the Agreement, this
Amendment shall control.

         5. Multiple Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall constitute an original, but which together
shall constitute this Amendment. To facilitate execution and delivery of this
Amendment, the parties may execute and exchange counterparts of the signatures
by telecopy. The signature of any party to any counterpart may be appended to
any other counterpart.


                         [SIGNATURES ON FOLLOWING PAGE]

                                       2


<PAGE>

       [SIGNATURE PAGE TO SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT]


         IN WITNESS WHEREOF, the parties hereto have duly signed and delivered
this Amendment effective as of the date first above-written.

                                    SELLER:

                                    COUSINS/MYERS II, LLC,
                                    a Delaware limited liability company

                                           By:  Cousins Properties Incorporated,
                                                a Georgia corporation,
                                                its managing member

Date of Execution:
                                                By: /s/ Jack A. LaHue
September 17, 2004                                 -----------------------------
                                                Name: Jack A. LaHue
                                                     ---------------------------
                                                Title: Sr. V.P.
                                                      --------------------------
                                    PURCHASER:

                                    HINES 55 SECOND STREET LP,
                                    a Delaware limited partnership

                                    By:  Hines 55 Second Street GP LLC,
                                         a Delaware limited liability company,
                                         its general partner

Date of Execution:                       By: /s/ Edmund A. Donaldson
                                             -----------------------------------
                                         Name:   Edmund A. Donaldson
September 17, 2004                       Title:  Manager


                                       3
<PAGE>


                                  ESCROW AGREEMENT



         THIS ESCROW AGREEMENT (the "AGREEMENT"), made and entered into this 20
day of August, 2004, by and among HINES-SUMISEI US CORE OFFICE PROPERTIES, LP, a
Delaware limited partnership (hereinafter referred to as "PURCHASER"),
COUSINS/MYERS II, LLC, a Delaware limited liability company (hereinafter
referred to as "SELLER"), and FIRST AMERICAN TITLE INSURANCE COMPANY
(hereinafter referred to as "ESCROW AGENT").

                                   WITNESSETH:

         WHEREAS, Purchaser and Seller have entered into that certain Purchase
and Sale Agreement fully executed August 20, 2004 (hereinafter referred to as
the "CONTRACT"); and

         WHEREAS, Section 2.3(a) of said Contract provides for Purchaser's
payment to Escrow Agent, contemporaneously with Purchaser's execution and
delivery of the Contract to Seller, of Two Million Five Hundred Thousand and
No/100 Dollars ($2,500,000.00) as Initial Earnest Money (as defined in the
Contract) to be held and applied by said Escrow Agent in accordance with this
Agreement; and

         WHEREAS, Section 2.3(b) of the Contract provides for Purchaser's
payment to Escrow Agent, no later than the expiration of the "Inspection Period"
(as defined in the Contract) of the additional sum of Two Million Five Hundred
Thousand and No/100 Dollars ($2,500,000.00) as the Additional Earnest Money (as
defined in the Contract); and

         WHEREAS, the parties hereto desire to set forth the terms and
conditions of Escrow Agent's holding, investment and disbursement of the Escrow
Funds (as hereinafter defined).

         NOW, THEREFORE, for and in consideration of the agreements set forth in
the Contract and the mutual covenants set forth herein, the parties hereto,
intending to be legally bound, hereby agree as follows:

         1. Escrow Agent does hereby acknowledge receipt of a check or wire
transfer, payable to the order of Escrow Agent, in the amount of Two Million
Five Hundred Thousand and No/100 Dollars ($2,500,000.00) as the Initial Earnest
Money (as defined in the Contract). Said Initial Earnest Money, together with
any Additional Earnest Money actually deposited by Purchaser with Escrow Agent
pursuant to the terms of the Contract, all interest and other income earned on
the Initial Earnest Money, any Additional Earnest Money and interest thereon
being herein referred to as the "Escrow


<PAGE>


Funds". Escrow Agent hereby agrees to hold, administer, and disburse the Escrow
Funds pursuant to this Agreement and the Contract. Escrow Agent shall invest the
Escrow Funds in a money market account with a national banking association or
other bank acceptable to Seller and Purchaser in the Atlanta, Georgia or San
Francisco, California metropolitan area. All interest or other income shall be
earned for the account of Purchaser and shall be held, invested and disbursed as
a part of the Escrow Funds hereunder. Purchaser's Federal Identification Number
for purposes of this Agreement is 43-2005110. Escrow Agent's fee, if any, for
services rendered hereunder shall be paid one-half (1/2) by Purchaser and
one-half (1/2) by Seller.

         2. At such time as Escrow Agent receives written notice from either
Purchaser or Seller, or both, setting forth the identity of the party to whom
such Escrow Funds (or portions thereof) are to be disbursed and further setting
forth the specific section or paragraph of the Contract pursuant to which the
disbursement of such Escrow Funds (or portions thereof) is being requested,
Escrow Agent shall disburse such Escrow Funds pursuant to such notice; provided,
however, that if such notice is given by either Purchaser or Seller but not
both, Escrow Agent shall (i) promptly notify the other party (either Purchaser
or Seller, as the case may be) that Escrow Agent has received a request for
disbursement, and (ii) withhold disbursement of such Escrow Funds for a period
of ten (10) days after receipt of such notice of disbursement and if Escrow
Agent receives written notice from either Purchaser or Seller within said ten
(10) day period which notice countermands the earlier notice of disbursement,
then Escrow Agent shall withhold such disbursement until both Purchaser and
Seller can agree upon a disbursement of such Escrow Funds. Purchaser and Seller
hereby agree to send to the other, pursuant to Paragraph 6 below, a duplicate
copy of any written notice sent to Escrow Agent and requesting any such
disbursement or countermanding a request for disbursement.

         3. In performing any of its duties hereunder, Escrow Agent shall not
incur any liability to anyone for any damages, losses, or expenses, except for
willful default, gross negligence, fraud or breach of trust, and it shall
accordingly not incur any such liability with respect to (i) any action taken or
omitted in good faith upon advice of its legal counsel given with respect to any
questions relating to the duties and responsibilities of Escrow Agent under this
Agreement, or (ii) any action taken or omitted in reliance upon any instrument,
including any written notice or instruction provided for in this Agreement, not
only as to its due execution and the validity and effectiveness of its
provisions but also as to the truth and accuracy of any information contained
therein, which Escrow Agent shall in good faith believe to be genuine, to have
been signed or presented by a proper person or persons, and to conform with the
provisions of this Agreement.

         4. Notwithstanding the provisions of Paragraph 2 above, in the event of
a dispute between Purchaser and Seller sufficient in the sole discretion of
Escrow Agent to justify its doing so or in the event that Escrow Agent has not
disbursed the Escrow Funds on or before the date which is six (6) months from
the date hereof, Escrow Agent shall be entitled to tender the Escrow Funds into
the registry or custody of any court of competent

<PAGE>

jurisdiction, together with such legal pleadings as it may deem appropriate, and
thereupon be discharged from all further duties and liabilities under this
Agreement. Any such legal action may be brought in such court as Escrow Agent
shall determine to have jurisdiction thereof.

         5. Purchaser and Seller hereby agree to indemnify and hold Escrow Agent
harmless against any and all losses, claims, damages, liabilities, and expenses,
including, without limitation, reasonable costs of investigation and legal
counsel fees, which may be imposed upon Escrow Agent or incurred by Escrow Agent
in connection with the performance of its duties hereunder, including, without
limitation, any litigation arising from this Agreement or involving the subject
matter hereof; provided, however, Escrow Agent shall be responsible for, and
neither Purchaser nor Seller shall have any obligation to indemnify or hold
Escrow Agent harmless from, willful default, gross negligence, fraud or breach
of trust committed or alleged to be committed by Escrow Agent.

         6. Wherever any notice or other communication is required or permitted
hereunder, such notice or other communication shall be in writing and shall be
delivered by overnight courier, hand delivery, or sent by U.S. registered or
certified mail, return receipt requested, postage prepaid, to the addresses set
out below or at such other addresses as are specified by written notice
delivered in accordance herewith:


         PURCHASER:               Hines Sumisei US Core Office Properties, LP
                                  c/o Hines Interests Limited Partnership
                                  2800 Post Oak Boulevard, Suite 5000
                                  Houston, Texas 77056-6118
                                  Attention: Charles M. Baughn
                                  Fax No.: (713) 966-2636

         with a copy to:          Hines Sumisei US Core Office Properties, LP
                                  c/o Hines Interests Limited Partnership
                                  2800 Post Oak Boulevard, Suite 5000
                                  Houston, Texas 77056-6118
                                  Attention: Charles N. Hazen
                                  Fax No.: (713) 966-7851

         with a copy to:          Hines Interests Limited Partnership
                                  101 California Street, Suite 1000
                                  San Francisco, California 94111
                                  Attention: George H. Clever, III
                                  Facsimile: (415) 398-1442

         with a copy to:          Baker Botts L.L.P.
                                  2001 Ross Avenue
                                  Dallas, Texas 75201-2980
                                  Attention: Joel M. Overton, Jr.
                                  Facsimile: (214) 661-4938


<PAGE>

         SELLER:                  Cousins/Myers II, LLC
                                  c/o Cousins Properties Incorporated
                                  2500 Windy Ridge Parkway
                                  Suite 1600
                                  Atlanta, Georgia 30339-5683
                                  Attention: Corporate Secretary

         with a copy to:          Myers Development Company
                                  101 Second Street
                                  Suite 555
                                  San Francisco, California 94105
                                  Attention: Mr. Jack E. Myers

         with a copy to:          Troutman Sanders LLP
                                  Suite 5200
                                  600 Peachtree Street, N.E.
                                  Atlanta, Georgia 30308-2216
                                  Attention: James W. Addison

         ESCROW AGENT:            First American Title Insurance Company
                                  3 Greenway Plaza
                                  Suite 1100
                                  Houston, Texas 77046
                                  Attention: John A. Meuser

Any notice or other communication (i) mailed as hereinabove provided shall be
deemed effectively given or received on the third (3rd) business day following
the postmark date of such notice or other communication, and (ii) sent by
overnight courier or by hand shall be deemed effectively given or received upon
receipt.

         7. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, executors, administrators,
personal representatives, successors, and assigns. Any and all rights granted to
any of the parties hereto may be exercised by their agents or personal
representatives.

         8. Time is of the essence of this Agreement.

         9. If proceedings shall be instituted before any court of competent
jurisdiction for the resolution of any dispute arising under this Agreement
between any parties hereto, then upon final resolution of such dispute, the
prevailing party in such dispute shall be promptly paid by the nonprevailing
party therein all of such prevailing party's attorneys' fees and expenses, court
costs and costs of appeal actually incurred in connection with such proceeding.

         10. This Agreement is governed by and is to be construed under the laws
of

<PAGE>


the State of California and may be executed in several counterparts, each of
which shall be deemed an original, and all such counterparts together shall
constitute one and the same instrument.


                         [Signatures begin on next page]



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have signed and sealed this
Agreement as of the day, month and year first above written.

                                   SELLER:

                                   COUSINS/MYERS SECOND STREET
                                   PARTNERS, L.L.C.,
                                   a Delaware limited liability company

                                   By:  Cousins Properties Incorporated,
                                        a Georgia corporation, its managing
                                        member

                                        By: /s/ Jack A. LaHue
                                           ------------------------------------
                                        Name: Jack A. LaHue
                                             ----------------------------------
                                        Title: Senior Vice President
                                              ---------------------------------

                                   PURCHASER:

                                   HINES-SUMISEI US CORE OFFICE
                                   PROPERTIES, LP,
                                   a Delaware limited partnership

                                        By: Hines-Sumisei U.S. Core Office
                                            Trust,
                                            a Maryland real estate investment
                                            trust,
                                            its general partner

                                        By: /s/ Edmund Donaldson
                                           ------------------------------------
                                        Name: Edmund Donaldson
                                             ----------------------------------
                                        Title: Vice President
                                             ----------------------------------


                                   ESCROW AGENT:

                                   FIRST AMERICAN TITLE INSURANCE
                                   COMPANY


                                   By: /s/ John A. Meuser
                                      -----------------------------------------
                                   Name: John A. Meuser
                                        ---------------------------------------
                                   Title: V.P. of Operations
                                         --------------------------------------

                                          (CORPORATE SEAL)






</TEXT>
</DOCUMENT>
