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Table of Contents


ARTICLE 1
Purchase and Sale			1
1.1 Agreement of Purchase and Sale			1
1.2 Property Defined			2
1.3 Permitted Exceptions			2

ARTICLE 2
Purchase Price and Earnest Money			2
2.1 Purchase Price			2
2.2 Payment of Purchase Price			2
2.3 Earnest Money			2
2.4 Independent Consideration			2

ARTICLE 3
Title and Survey			3
3.1 Sellers Title and Survey Deliveries			3
3.2 Title Examination and Survey			3
3.3 Subsequent Title Defects			3

ARTICLE 4
Information and Inspection			4
4.1 Sellers Deliveries			4
4.2 Reliability of Information			4
4.3 Inspection Period Defined			5
4.4 Purchasers Obligation to Inspect			5
4.5 Indemnity and Liability Insurance			6
4.6 Purchasers Right to Terminate			6
4.7 Continuing Agreement			7
4.8 As Is Defined			7
4.9 Confidential Information			8
4.10 Intentionally Omitted			8
4.11 Hazardous Materials			8
4.12 Availability of Information			8
4.13 Information from Agents			8
4.14 Purchaser Certificate and Release			9

ARTICLE 5
Sellers Warranties and Representations			10
5.1 Sellers Authority, Etc.			10
5.2 No Litigation			10
5.3 The Leases			10
5.4 Notices of Violations or Actions			11
5.5 Environmental Notices			11
5.6 Service Contracts			11
5.7 Knowledge Defined			12
5.8 Survival of Sellers Representations and Warranties			12


ARTICLE 6
Purchasers Warranties and Representations			12
6.1 [Intentionally omitted]
6.2 Purchasers Authority, Etc.			12
6.3 No Litigation			13
6.4 Sophisticated Investor			13
6.5 OFAC Regulations			13
6.6 Survival of Purchasers Representations and Warranties			14

ARTICLE 7
Covenants and Executory Agreements Pending Closing			14
7.1 Purchasers Due Diligence			14
7.2 Operations Pending Closing			14
7.3 New Leases			14

ARTICLE 8
Conditions to Closing			16
8.1 Conditions to Purchasers Obligations			16
8.2 Conditions to Sellers Obligations			17
8.3 Tenant Estoppel Certificates			17

ARTICLE 9
Closing			18
9.1 Time and Place			18
9.2 Sellers Obligations at Closing			18
9.3 Purchasers Obligations at Closing			20
9.4 Credits and Prorations			21
9.5 Closing Costs			24

ARTICLE 10
Default			25
10.1 Default by Purchaser			25
10.2 Default by Seller			25
10.3 Notice and Cure			25

ARTICLE 11
Risk of Loss			25
11.1 Minor Damage			25
11.2 Major Damage			26
11.3 Definition of Major Loss or Damage			26

ARTICLE 12
Brokerage Commissions			27

ARTICLE 13
Escrow			27
13.1 Escrow Agent			27
13.2 Interpleader Action			27


ARTICLE 14
Miscellaneous			28
14.1 Confidentiality			28
14.2 Public Disclosure			29
14.3 Discharge of Obligations			29
14.4 Assignment			29
14.5 Notices			30
14.6 Modifications			31
14.7 Calculation of Time Periods			31
14.8 Successors and Assigns			31
14.9 Entire Agreement			31
14.10 Further Assurances			31
14.11 Counterparts; Facsimile Signatures			31
14.12 Severability			32
14.13 Applicable Law; Jurisdiction			32
14.14 No Third-Party Beneficiary			32
14.15 Captions			32
14.16 Construction			32
14.17 Termination of Agreement			32
14.18 Exculpation of Seller and Related Parties			32
14.19 Time of the Essence			32
14.20 Attorneys Fees			32
14.21 Like-Kind Exchange			33

iii

Purchase and sale agreement

This Purchase and Sale Agreement (this Agreement) is made as of March 10, 2006 (the Effective Date), by and between KAN AM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company (Seller), for the benefit of Kan Am US grundinvest Fonds, a German open-end real estate fund sponsored by Seller (the Fund) and HINES-SUMISEI U.S. CORE OFFICE PROPERTIES, LP, a Delaware limited partnership (Purchaser).

Witnesseth:

In consideration of the Earnest Money (as defined in this Agreement), the mutual covenants of the parties, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Purchaser and Seller agree follows:

ARTICLE 1

Purchase and Sale

1.1 Agreement of Purchase and Sale. Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase the following:

(a) that certain tract or parcel of land situated in Chicago, Illinois, more particularly described on Exhibit A, together with all and singular the rights and appurtenances pertaining to such property, including any right, title and interest of Seller in and to adjacent streets, alleys, or rights-of-way (the Land);

(b) the buildings, structures, fixtures and other improvements located on the Land (the Improvements);

(c) all of Sellers right, title and interest in and to all tangible personal property upon the Land or within the Improvements, including specifically, without limitation, appliances, furniture, carpeting, draperies and curtains, tools and supplies, and other items of personal property owned by Seller and used exclusively in connection with the operation of the Land and the Improvements (the Personal Property);

(d) all of Sellers right, title and interest in and to all agreements listed and described on Exhibit B (the Lease Schedule), pursuant to which any portion of the Land or Improvements is used or occupied by anyone other than Seller (the Leases), including any guaranties of such Leases and any unapplied security deposits paid by tenants to Seller, together with any interest accrued thereon; and

(e) all of Sellers right, title and interest in and to (i) all assignable contracts and agreements (collectively, the Service Contracts) listed and described on Exhibit C (the Contracts Schedule), relating to the upkeep, repair, maintenance or operation of the Land, Improvements or Personal Property which will extend beyond the date of Closing (as hereinafter

defined), including specifically, without limitation, all assignable equipment leases, (ii) all assignable construction contracts and agreements listed and described on Exhibit C attached thereto and made a part hereof relating to construction at the Property which shall extend beyond the Closing Date (collectively, the Construction Contracts), (iii) all assignable warranties and guaranties (expressed or implied) existing with respect to the Improvements or the Personal Property, and (iv) all assignable trade names, logos, licenses, permits, air rights, certificates of occupancy, signs, trademarks, telephone listings and numbers (the Intangibles).

1.2 Property Defined. The Land, the Improvements, the Personal Property, the Leases, the Service Contracts, the Construction Contracts and the Intangibles are sometimes referred to collectively as the Property.

1.3 Permitted Exceptions. Seller will convey the Property subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to Article 3 hereof.

ARTICLE 2

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