ASSUMPTION AND MODIFICATION AGREEMENT



                              JUNIOR MEZZANINE LOAN



         THIS ASSUMPTION AND MODIFICATION AGREEMENT - JUNIOR MEZZANINE LOAN

("AGREEMENT") is dated as of April 14, 2004 ("EFFECTIVE DATE"), among SFT I,

INC., a Delaware corporation ("Lender"), having an address at 1114 Avenue of the

Americas, 27th Floor, New York, New York 10036, BRE/PARK PLACE JUNIOR MEZZANINE,

L.L.C., a Delaware limited liability company ("ORIGINAL BORROWER"), having an

address at c/o Blackstone Real Estate Advisors, 345 Park Avenue, 32nd Floor, New

York, New York 10154, and MP - PARK PLACE JUNIOR MEZZANINE, LLC, a Delaware

limited liability company ("NEW BORROWER"), having an address at 333 South Grand

Avenue, Suite 400, Los Angeles, California 90071. New Borrower's taxpayer

identification number is 20-0891481. Original Borrower and New Borrower are

hereinafter sometimes collectively referred to as "BORROWER PARTIES".



                              PRELIMINARY STATEMENT



         A.       BRE/Park Place Mezzanine L.L.C. ("ORIGINAL SENIOR MEZZANINE

BORROWER"), is the sole member of BRE/Park Place L.L.C., a Delaware limited

liability company ("ORIGINAL PROPERTY OWNER"), which is the current fee simple

owner of that certain real property ("LAND") and the buildings and improvements

thereon ("IMPROVEMENTS"), located at 3333, 3337 and 3345-3355 Michelson Drive,

in Irvine, Orange County, California (the Land and the Improvements are

hereinafter sometimes collectively referred to as the "PROJECT").



         B.       Original Borrower is the sole member of Original Senior

Mezzanine Borrower.



         C.       Lender is the current owner and holder of a loan ("LOAN") in

the original principal amount of $14,500,000.00 made pursuant to that certain

Junior Tier Mezzanine Loan and Security Agreement, dated as of September 30,

2002, between German American Capital Corporation ("ORIGINAL LENDER") and

Original Borrower (as amended from time to time, the "LOAN AGREEMENT"), which is

evidenced by an Amended and Restated Mezzanine Note, dated as of September 30,

2002, in the principal amount of $14,500,000.00, executed by Original Borrower

in favor of Original Lender (the "NOTE"), and secured by, among other things,

that certain Pledge and Security Agreement, dated as of September 30, 2002, made

by Original Borrower in favor of Original Lender, (as amended from time to time,

the "ORIGINAL SECURITY INSTRUMENT" and, collectively with the Loan Agreement,

the Note, and any and all other documents evidencing, securing or in any manner

relating to the Loan, as more particularly described in Exhibit A attached

hereto, the "LOAN DOCUMENTS").



         D.       The Loan and the Loan Documents were assigned by Original

Lender to iStar DB Seller, LLC ("DB SELLER") by an Omnibus Assignment of

Mezzanine Loan and Loan Documents from Original Lender to DB Seller and from DB

Seller to Lender pursuant to an Assignment of Note and Other Loan Documents

dated as of December 12, 2003 from Original Lender to Lender.



{PAGE}



         E.       MP - Park Place Senior Mezzanine, LLC, a Delaware limited

liability company ("NEW SENIOR MEZZANINE BORROWER") is the sole member of

Maguire Properties - Park Place, LLC, a Delaware limited liability company ("NEW

PROPERTY OWNER"), which desires to purchase the Property from the Original

Property Owner.



         F.       New Borrower is the sole member of New Senior Mezzanine

Borrower.



         G.       In connection with such purchase of the Project by New

Property Owner, (i) Original Property Owner desires to assign and New Property

Owner desires to assume all of the obligations of Original Property Owner under

the Loan Documents (Mortgage), (ii) Original Senior Mezzanine Borrower desires

to assign and New Senior Mezzanine Borrower desires to assume all of the

obligations of Original Senior Mezzanine Borrower under the Loan Documents

(Senior Mezzanine), and (iii) Original Borrower desires to assign and New

Borrower desires to assume all of the obligations of Original Borrower under the

Loan Documents.



         H.       A sale of Original Borrower's direct or indirect interests in

the Project to, and the assumption of the Loan by, a third party, without the

prior consent of Lender is prohibited by the terms of the Original Security

Instrument and the terms of the Loan Agreement.



         I.       Subject to the terms and conditions of this Agreement, the

Lender has agreed to consent to the following requested actions (the "REQUESTED

ACTIONS"): (i) Original Property Owner selling its interest in the Project to

New Property Owner, (ii) New Property Owner assuming all of Original Property

Owner's obligations under the Loan Documents (Mortgage), (iii) New Senior

Mezzanine Borrower assuming all of Original Senior Mezzanine Borrower's

obligations under the Loan Documents, (iv) New Borrower assuming all of Original

Borrower's obligations under the Loan Documents (v) Lender recognizing New

Borrower as the "Borrower" under the Loan and Loan Documents, and (vi) New

Borrower pledging its one hundred percent (100%) membership interest in New

Senior Mezzanine Borrower (the "New Senior Mezzanine Borrower Interests") as

additional collateral for the Loan.



         J.       All terms not defined herein shall have the meaning set forth

in the Loan Agreement.



         In consideration of $10.00 paid by each of the parties to the other,

the mutual covenants set forth below, and other good and valuable consideration,

receipt and sufficiency of which are acknowledged, the parties agree as follows:



                                   ARTICLE I



                 ACKNOWLEDGMENTS, WARRANTIES AND REPRESENTATIONS



         1.1.     ORIGINAL BORROWER REPRESENTATIONS. As a material inducement to

Lender to enter into this Agreement and to consent to the Requested Actions,

Original Borrower acknowledges, warrants, represents and agrees to and with

Lender as follows:



                  (a)      Authority of Original Borrower. Original Borrower is

a duly organized, validly existing limited liability company in good standing

under the laws of the State of Delaware and is duly authorized to transact

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