AGREEMENT TO FORM LIMITED LIABILITY COMPANIES



         AGREEMENT TO FORM LIMITED LIABILITY COMPANIES (this "Agreement"),

entered into as of August 9, 2000, by and among MILLER GLOBAL FUND III, L.P., a

Colorado limited partnership ("MG III"), MGA DEVELOPMENT ASSOCIATES, L.P., a

Colorado limited partnership ("MDA"), HIGHWOODS REALTY LIMITED PARTNERSHIP, a

North Carolina limited partnership ("HIW"), and HIGHWOODS/FLORIDA HOLDINGS,

L.P., a Delaware limited partnership ("HIW Florida").



         WHEREAS, MGIII, HIW and HIW Florida wish to form a Delaware limited

liability company (the "Operating LLC") for the purposes, among others, of

acquiring, owning and operating in-service office buildings, with the buildings

to be contributed or sold by HIW and HIW Florida pursuant to one or more

contribution agreements and/or purchase and sale agreements (each a "Purchase

Agreement", and collectively, the "Purchase Agreements"); and



         WHEREAS, MG III, HIW and HIW Florida also wish to form a Delaware

limited liability company (the "Land LLC") for the purpose of acquiring a tract

of land in Orlando, Florida, with the possibility of future development thereof

as part of a coordinated project with other Pine Street Properties (as

hereinafter defined) to be owned, directly or indirectly, by the Operating LLC;

and



         WHEREAS, MG III, MDA, HIW and HIW Florida wish to create a framework

for the formation of one or more limited liability companies (each a

"Development LLC", and collectively, the "Development LLCs"), which are intended

primarily or exclusively for the development of office and/or so-called "flex"

buildings on land now owned or hereafter acquired by MG III, MDA, HIW and/or HIW

Florida, or one or more of the affiliates of any of them;



         NOW THEREFORE, for and in consideration of Ten Dollars ($10.00), the

foregoing recitals and other good and valuable consideration, the receipt and

sufficiency of which are acknowledged by the parties hereto, the parties hereby

agree as follows:



         1. Closing; Purchase Prices and Contribution Values. Provided that all

of the Conditions Precedent (as hereinafter defined) are theretofore fully

satisfied or performed, or waived by the party or parties for whose benefit the

subject Condition Precedent exists, the closing (the "Closing") of the

transactions contemplated by this Agreement (collectively, the "Transactions")

shall take place at the offices of HIW, at 9:00 a.m. local time on October 25,

2000, or on such other date and at such other time and place as the parties may

mutually agree; provided, however, that, if on October 25, 2000, the parties are

both using good-faith commercially reasonable efforts to effectuate the Closing

but cannot do so due to the inability to satisfy or perform one or more

Conditions Precedent as of such date, either MG III, on the one hand, or HIW and

HIW Florida, on the other hand, may unilaterally extend the Closing hereunder

one time, to a date in no event later than December 1, 2000. MG III, HIW and HIW

Florida hereby agree that the purchase



{PAGE}



prices or contribution values for the properties proposed to be acquired by the

Operating LLC and the Land LLC (each a "Property" and collectively, the

"Properties") are set forth on Schedule 1 attached hereto and by this reference

made a part hereof.



         2. Inspection Period. (a) The parties acknowledge that the willingness

of MG III to enter into the Transactions is subject to its satisfaction with the

Properties. The parties hereby agree that MG III shall have the period of time

from the execution hereof until 5:00 p.m., Eastern Daylight Time, on October 9,

2000 (the "Inspection Period") in which to conduct its inspections of the

Properties. HIW and HIW Florida hereby agree to provide the information

described in Section 6.2 of the form of Purchase Agreement attached hereto as

Exhibit A and by this reference made a part hereof. (Each of MG III, HIW and HIW

Florida hereby acknowledges and agrees that Exhibit A hereto and the exhibits

attached thereto, with only such additions and modifications as are necessary to

conform Exhibit A to the facts of the particular transaction at hand (i.e.,

appropriate parties, legal descriptions, agreed permitted title exceptions,

whether transaction is a contribution or purchase and sale of the subject

Properties, etc.), or as MG III, HIW and/or HIW Florida may otherwise mutually

agree, shall be employed as the Purchase Agreement in each of the acquisitions

of the Properties by the Operating LLC and the Land LLC and for the acquisition

of land by each of the Development LLCs (collectively, the "Development Land".)

MG III and its agents and employees shall have the right to enter upon the

Properties and the Development Land for the purpose of making inspections, at MG

III's sole risk, cost and expense, and subject to the rights of the tenants

thereof, if any. All of such entries shall be at reasonable times, upon

reasonable advance notice and during normal business hours, and HIW or HIW

Florida, as appropriate, or its agent shall have the right to accompany MG III

or its agents or employees during any activities performed on the Properties and

the Development Land. MG III and its designees shall also have the right to meet

with employees and management personnel of HIW and HIW Florida, tenants,

governmental agencies and such other third parties as MG III determines will be

helpful in evaluating the Properties and the Development Land; provided that MG

III shall give reasonable advance notice of any proposed meetings with tenants

or governmental agencies and HIW or HIW Florida, as appropriate, or its agent

shall have the right to accompany MG III or its agents or employees during any

of such meetings. MG III shall promptly provide to HIW or HIW Florida, as

appropriate, copies of all third-party physical inspection reports (including,

without limitation, environmental and engineering reports and asbestos studies,

but excluding any financial or legal due diligence which MG III may obtain or

perform) which MG III may obtain relating to the Properties.



                  (b) If MG III is dissatisfied, for any reason or no reason and

in MG III's sole and absolute discretion, with the result of MG III's

inspections, then MG III may terminate this Agreement by notifying all parties

hereto of such termination at any time between the date hereof and 5:00 p.m.,

Eastern Daylight Time, on October 9, 2000, whereupon all parties shall be

released from all further obligations under this Agreement, except for those

which expressly survive such termination. If MG III terminates this Agreement

pursuant to the terms hereof, MG III shall, upon HIW's or HIW Florida's written

request, promptly deliver to HIW or HIW Florida, as appropriate, or certify the

destruction of, destroy all due diligence documents as required by the letter

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