CONSENT AGREEMENT

(1255 23^rd Street)

CONSENT AGREEMENT (this ?Agreement?), dated as of December 19, 2003, by and between THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation (the ?Lender?), and CAPITOL 50 ASSOCIATES, a District of Columbia joint venture (the ?Borrower?).

RECITALS

A. The Borrower and the Lender are parties to certain of the Loan Documents (as defined in the Definitional Appendix attached hereto and incorporated herein (the ?Definitional Appendix?)) relating to a secured loan in the original principal amount of $38,300,000 (the ?Loan?).

B. CarrAmerica Realty Corporation, a Maryland corporation (?CARC?), owns over 80% of the limited partnership interests in Carr Realty, L.P., a Delaware limited partnership (?CRLP?) and is the sole general partner of CRLP.

C. CRLP owns a 50% partnership interest in Square 50 Associates, a District of Columbia general partnership (?Square 50?), and the remaining 50% partnership interest in Square 50 is owned by Tasea Investment Company, a Delaware corporation.

D. CRLP owns a 50% partnership interest in the Borrower, and the remaining 50% partnership interest in Borrower is owned by Square 50.

E. In connection with the Loan, the Borrower, CRLP and Square 50 entered into an Environmental Indemnity Agreement, dated as of March 19, 1999, with the Lender (the ?Original Indemnity Agreement?), and CRLP and Square 50 entered into a Guarantee of Recourse Obligations, dated as of March 19, 1999, with the Lender (the ?Original Guarantee?).

F. CRLP is contemplating a restructuring transaction (the ?CRLP Restructuring?), as more particularly described on Schedule I attached hereto and incorporated herein (the ?CRLP Restructuring Schedule?), as a result of which, among other things, (a) CARC will cease to hold directly the general partner interest and limited partner interests in CRLP, and such interests will be held, directly and indirectly, by Carr Realty Holdings L.P., a newly formed subsidiary of CARC (?CRH?), and (b) CRLP will cease to hold its 50% partnership interests in Square 50 and the Borrower, respectively, and such interests will be held, directly and indirectly, by CRH.

G. The Borrower has requested that the Lender consent to the CRLP Restructuring, and the Lender is willing to do so on the terms set forth below.

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

1. Defined Terms. All capitalized terms not otherwise defined herein which are defined in the Definitional Appendix shall have the meanings assigned to them in the Definitional Appendix.

2. Lender Consent. (a) To the extent necessary under the Loan Documents, the Lender hereby consents to the CRLP Restructuring and to the execution, delivery and performance of the documents and instruments contemplated by, or necessary to implement, the CRLP Restructuring (collectively, the ?Documents?). The implementation and consummation of the CRLP Restructuring and the execution, delivery and performance of the Documents shall not be deemed to be or to give rise to any Default or Event of Default, and the Lender hereby waives any breach or default under the Loan Documents that would otherwise be caused by the CRLP Restructuring or by the execution, delivery and performance of the Documents. To the extent that the Loan Documents provide that any or all of the transactions included in the CRLP Restructuring may be implemented if certain advance notice thereof is given, all such conditions or requirements of advance notice shall be deemed to have been complied with and all such notices shall be deemed to have been duly and timely given in accordance with the terms of the Loan Documents. The Loan Documents are hereby deemed modified to the extent, but only to the extent, that may be necessary to permit and reflect the consummation of the CRLP Restructuring and the execution, delivery and performance of the Documents; such modifications to become effective upon the consummation of the CRLP Restructuring.

(b) Without limiting the terms of Section 2(a), it is hereby agreed that, effective upon the CRLP Restructuring Effective Date, the Loan Documents shall be deemed to be modified as follows:

(i) any references to CARC as the general partner of CRLP shall be replaced by references to CARC as the general partner of CRH or by references to GPLLC as the general partner of CRLP, as the context requires;

(ii) any references to CARC as a limited partner of CRLP shall be replaced by references to CARC as a limited partner of CRH or by references to CRH as a limited partner of CRLP, as the context requires;

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