TABLE OF CONTENTS

		PAGE
ARTICLE 1 THE MERGER			1
1.1 The Merger			1
1.2 Charter and Bylaws			2
1.3 Effective Time			2
1.4 Closing			2
1.5 Directors and Officers of the Surviving Company			2
ARTICLE 2 MERGER CONSIDERATION; EFFECT OF THE MERGER ON THE SHARES OF THE CONSTITUENT COMPANIES			3
2.1 Effect on Stock			3
2.2 Exchange of Certificates			3
2.3 Withholding Rights			5
2.4 Dissenters Rights			6
2.5 Adjustment of Merger Consideration			6
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY			6
3.1 Organization and Qualification; Subsidiaries and Other Interests			7
3.2 Capitalization			9
3.3 Authority Relative to this Agreement; Stockholder Approval			10
3.4 Reports; Financial Statements			10
3.5 No Undisclosed Liabilities			11
3.6 Events Subsequent to Most Recent Fiscal Quarter End			11
3.7 Consents and Approvals; No Violations			12
3.8 Litigation			12
3.9 Properties			13
3.10 Employee Plans			15
3.11 Labor Matters			17
3.12 Environmental Matters			18
3.13 Tax Matters			20
3.14 Material Contracts			23
3.15 Opinion of Financial Advisor			25
3.16 Brokers			25
3.17 Takeover Statutes			25
3.18 Transactions with Affiliates			25
3.19 Investment Company Act of 1940			25
3.20 Intellectual Property			26
3.21 Insurance			26
3.22 Definition of the Companys Knowledge			26
3.23 Proxy Statement; Company Information			26
3.24 Permits, Compliance with Laws			27
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3.25 Denver Property			27
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			27
4.1 Corporate Organization			27
4.2 Authority Relative to this Agreement			29
4.3 Consents and Approvals; No Violations			29
4.4 Litigation			30
4.5 Brokers			30
4.6 Available Funds			30
4.7 Ownership of Merger Sub; No Prior Activities			31
4.8 No Ownership of Company Capital Stock			31
4.9 Proxy Statement			31
ARTICLE 5 CONDUCT OF BUSINESS PENDING THE MERGER			31
5.1 Conduct of Business by the Company			31
ARTICLE 6 COVENANTS			34
6.1 Preparation of the Proxy Statement; Stockholders Meeting			34
6.2 Other Filings			35
6.3 Additional Agreements			36
6.4 No Solicitation			36
6.5 Officers and Directors Indemnification			37
6.6 Access to Information; Confidentiality			39
6.7 Public Announcements			39
6.8 Employee Benefit Arrangements			39
6.9 Certain Tax Matters			40
6.10 Interim Period Dividends			41
6.11 Standstill, Ownership			41
6.12 Resignation of Companys Officers and Directors			41
6.13 Cooperation			42
6.14 Denver Property; Mortgagee Consents			42
ARTICLE 7 CONDITIONS TO THE MERGER			43
7.1 Conditions to the Obligations of Each Party to Effect the Merger			43
7.2 Additional Conditions to Obligations of Parent and Merger Sub			43
7.3 Additional Conditions to Obligations of the Company			45
7.4 Frustration of Closing Conditions			45
ARTICLE 8 TERMINATION, AMENDMENT AND WAIVER			45
8.1 Termination			45
8.2 Effect of Termination			47
8.3 Fees and Expenses			48
8.4 Amendment			49
8.5 Extension; Waiver			49
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ARTICLE 9 GENERAL PROVISIONS			49
9.1 Notices			49
9.2 Certain Definitions			51
9.3 Terms Defined Elsewhere			52
9.4 Interpretation			54
9.5 Non-Survival of Representations, Warranties, Covenants and Agreements			54
9.6 Performance by Merger Sub; Limitation of Liability			54
9.7 Transfer Taxes			55
9.8 Miscellaneous			55
9.9 Assignment; Benefit			55
9.10 Severability			55
9.11 Choice of Law/Consent to Jurisdiction			55
9.12 Counterparts			56
iii

COMPANY DISCLOSURE SCHEDULE

Title Section

Title		Section
Denver Agreement Amendment		2.5(d)
Company Subsidiaries		3.1(b)
Equity or Voting Securities		3.1(c)
Investments		3.1(d)
Company Restricted Shares		3.2(c)
Voting or Transfer Agreements		3.2(d)
Company Share Acquisition Obligations		3.2(e)
Registration Obligations		3.2(f)
Company SEC Reports		3.4
Undisclosed Liabilities		3.5(a)
Derivative and Hedging Instruments		3.5(b)
Events Subsequent to Most Recent Fiscal Year End		3.6
Consents and Approvals; No Violations		3.7
Litigation		3.8
Properties		3.9(a)
Title Insurance		3.9(c)
Properties Under Development		3.9(d)
Permits		3.9(e)
Properties: No Violations		3.9(f)
Performance; Payments		3.9(g)
Company Leases		3.9(h)
Option Agreements; Rights of First Refusal		3.9(j)
Nonexempt Assets		3.9(k)
Employee Programs		3.10(a)
Other Employment Arrangements		3.10(h)
Change in Control Agreements		3.10(i)
Labor Proceedings		3.11(b)
Environmental Reports		3.12(a)
Wetlands; Restrictions on Use		3.12(c)
Environmental Indemnity Agreements		3.12(i)
Appeals of Local Tax Assessments		3.13(a)
Company Assets		3.13(b)
Tax Extensions		3.13(h)
Tax Sharing Agreements		3.13(i)
Private Letter Rulings		3.13(j)
Non-Deductible Compensation		3.13(k)
Tax Protection Agreements		3.13(n)
Entity Classification		3.13(p)
Material Contracts and Defaults		3.14(a)
Defaults on Material Contracts		3.14(b)
Related Party Transactions		3.18
Individuals with Company Knowledge		3.22
iv

Title		Section
Permitted Transactions		5.1
Officers and Directors Indemnification		6.5(b)
Employee Benefit Agreements		6.8(b)(i)
Pre-Merger Employee Benefit Arrangements		6.8(b)(ii)

EXHIBITS
Exhibit A		Opinion of Counsel as to Tax Matters
Exhibit B		Example of Statement of Lease
v

AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER, dated as of October 23, 2006 (this Agreement), is made by and among Record Realty Trust, a listed Australian Property Trust (Parent) acting through its responsible entity, Record Funds Management Limited, a company incorporated under the laws of the Commonwealth of Australia (RFML), Record Realty (US) LLC, a Maryland limited liability company (Merger Sub), and Government Properties Trust, Inc., a Maryland corporation (the Company).

WITNESSETH:

     WHEREAS, the parties wish to effect a combination through a merger of the Company with and into Merger Sub (the Merger) on the terms and conditions set forth in this Agreement and in accordance with the Maryland General Corporation Law, as amended (the MGCL) and the Maryland Limited Liability Company Act, as amended (the MLLCA), pursuant to which each issued and outstanding share of common stock, par value $.01 per share, of the Company (collectively, the Company Shares), shall be converted into the right to receive the Merger Consideration upon the terms and subject to the conditions provided herein;

     WHEREAS, the Board of Directors of the Company (the Company Board), has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and deems it advisable and in the best interests of the Company stockholders to enter into this Agreement and to consummate the Merger on the terms and conditions set forth herein;

     WHEREAS, the respective Boards of Directors of each of RFML and Merger Sub have declared advisable, authorized and approved this Agreement, the Merger and the transactions contemplated by this Agreement in accordance with the requirements of applicable Law and their respective governing documents;

     WHEREAS, Parent, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger, and also to prescribe various conditions to the Merger.

     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, and intending to be legally bound, Parent, Merger Sub and the Company hereby agree as follows:

ARTICLE 1

THE MERGER

     1.1 The Merger. Subject to the terms and conditions of this Agreement, at the Effective Time, the Company and Merger Sub shall consummate the Merger, pursuant to which (i) the Company shall be merged with and into Merger Sub and the separate corporate existence of the Company shall thereupon cease and (ii) Merger Sub shall be the surviving limited liability company in the Merger (the Surviving Company) and shall be a Subsidiary of Parent by virtue of Merger Sub having been a Subsidiary of Parent immediately prior to the Effective Time. The

Merger shall have the effects specified in Section 3-114 of the MGCL and Section 4A-709 of the MLLCA.

     1.2 Charter and Bylaws. The name of the Surviving Company shall be Record Realty (US) LLC, and the articles of organization and operating agreement of Merger Sub in effect immediately prior to the Effective Time shall be the articles of organization and operating agreement of the Surviving Company (together, the Surviving Organizational Documents) at and immediately after the Effective Time until thereafter changed or amended as provided therein or by applicable Law.

     1.3 Effective Time

          (a) On the Closing Date, Merger Sub and the Company shall duly execute and file articles of merger (the Articles of Merger) with the State Department of Assessments and Taxation of Maryland (the SDAT) in accordance the MGCL and the MLLCA. The Merger shall become effective (the Effective Time) upon such time as the Articles of Merger have been accepted for record by the SDAT, or such later time which the parties shall have agreed upon and designated in such filing in accordance with the MGCL as the effective time of the Merger.

          (b) Unless otherwise agreed, the parties hereto shall cause the Effective Time to occur on the Closing Date.

     1.4 Closing. The closing of the Merger (the Closing) shall occur on the fifth (5^th) Business Day after all of the conditions set forth in Article VII (other than conditions that by their terms are required to be satisfied or waived as of the Closing Date (as hereinafter defined) but subject to satisfaction or waiver of such conditions) shall have been satisfied or, to the extent permitted by applicable Law, waived by the party entitled to the benefit of the same (unless extended by the mutual agreement of the parties hereto) or on such other day as the parties hereto may mutually agree, and, subject to the foregoing, shall take place at such time and on a date to be specified by the parties (the Closing Date); provided, however, in no event shall the Closing Date occur earlier than January 8, 2007. The Closing shall take place at the offices of Ballard Spahr Andrews & Ingersoll, LLP, or at such other place as mutually agreed to by the parties hereto.

     1.5 Directors and Officers of the Surviving Company. The directors of Merger Sub immediately prior to the Effective Time shall become the directors of the Surviving Company as of the Effective Time and the officers of Merger Sub immediately prior to the Effective Time shall become the officers of the Surviving Company as of the Effective Time, each to hold office in accordance with the Surviving Organizational Documents.