REAL ESTATE PURCHASE AND SALE AGREEMENT

     THIS REAL ESTATE PURCHASE AGREEMENT (Agreement) is made and entered into effective November ___, 2006 (Date of the Agreement), by and between the undersigned sellers, consisting of Daytona Building Sellers, RCC Building Sellers, and Daytona-RCC Land Sellers, all of whom are Washington limited liability companies (individually a Seller and together Sellers) and Hines REIT Daytona Campus LLC, a Delaware limited liability company and/or its assigns (Buyer).

W I T N E S S E T H

     WHEREAS, Daytona Building Sellers are the owners of a building of approximately 211,731 square feet (DNW Building), on land leased from Daytona-RCC Land Sellers, which land is legally described on Exhibit A1 attached (the Land);

     WHEREAS, RCC Building Sellers are the owners of Buildings A and B of approximately 38,784 square feet (Buildings A and B), on the Land that it leases from Daytona Building Sellers; and

     WHEREAS, Daytona Building Sellers wish to sell the DNW Building and their subground lease with RCC Building Sellers, RCC Building Sellers wish to sell Buildings A and B subject to the subground lease with Daytona Building Sellers, and Daytona-RCC Land Sellers desire to sell the Land subject to the ground lease with Daytona Building Sellers, and Buyer desires to purchase the Land, the DNW Building, and Buildings A and B, together with all easements, rights of way, appurtenances and other rights and benefits thereunto belonging, upon the terms, covenants and conditions hereinafter provided.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter contained, it is hereby mutually agreed by and between Sellers and Buyer as follows:

     1. Agreement to Sell and Purchase. Sellers hereby agree to sell and convey to Buyer, and Buyer hereby agrees to purchase and accept from Sellers, for the Purchase Price (hereinafter defined) and upon and subject to the terms and conditions hereinafter set forth, all of Sellers respective interests in the following described property (hereinafter referred to collectively as the Property):

	(a)		the Land legally described on Exhibit A1;
	(b)		the DNW Building, legally described on Exhibit B1; Buildings A and B, legally described on Exhibit B2, related facilities situated on the Land, and all other improvements situated on the Land (the Buildings);

	(c)		all of the rights and appurtenances pertaining to the Land and the Buildings, including all right, title and interest of Sellers in and to adjacent streets, alleys, easements and rights-of-way;
	(d)		all of the furniture, furnishings, fixtures, appliances, equipment, machinery, names and other items of tangible and intangible personal property owned by Sellers situated upon or used in connection with the Land and the Buildings, if any;
	(e)		that certain lease agreement dated May 9, 2000, as amended, between Daytona Northwest, LLC, as Landlord, and Microsoft Corporation, as tenant, covering the DNW Building, those certain lease agreements and those certain operating lease agreements pertaining to Buildings A and B described on Schedule 1, and that certain ground lease and subground lease both described on Schedule 1 (together, the Leases), and all security, advance rental and other deposits, if any, made under the Leases;
	(f)		all site and as-built plans, surveys, soil and substrata studies, architectural renderings, plans and specifications, engineering plans and studies, floor plans, landscape plans and other plans, diagrams or studies of any kind, if any, now or hereafter in the possession of Sellers which relate to the Property;
	(g)		all operating manuals, marketing brochures, market studies, tenant data sheets and other books, records and materials of any kind now or hereafter in the possession or control of Sellers required in connection with the current, continuing, or prior ownership, operation and management of the Improvements;
	(h)		all of Sellers rights under any leases covering leased equipment, all licenses, permits, logos, warranties, trade lists, tenant lists, trademarks, mailing lists, utility deposits and arrangements, trade names and telephone exchanges related to the ownership, operation and management of the Property;
	(i)		maintenance records, service contracts and other contracts or documents (the Service Contracts) to which each Seller is a party that relate to the operation of the Property; and
	(j)		such other rights, interests and properties as may be specified in this Agreement to be sold, transferred, assigned or conveyed by Sellers to Buyer.

Sellers reserve and retain all claims for the refund of sewer and traffic mitigation fees paid by Sellers predecessors in interest prior to the Closing Date; provided, no such claim or refund shall adversely affect Buyers capacity to operate the Property in the same manner operated immediately preceding the Closing. Buyer agrees to reasonably cooperate (at no cost or expense to Buyer) in Sellers efforts to collect such fee refunds, including signing documents that may be required to assign the refunds to Sellers.

     2. Condition of Property.

     (a) As Is Sale. Buyer specifically acknowledges and agrees that (i) Buyer will have before the Date of Closing (as hereinafter defined), to the extent desired and deemed consistent with good commercial practice and at Buyers sole cost and expense, completed an investigation and inspection of the Property including, without limitation, such investigations to determine whether or not Buyer has the necessary governmental approvals to utilize the Property for Buyers proposed use, investigations regarding lot line/boundary line adjustments affecting the Property and compliance/non-compliance of the Property with applicable setback requirements (including, without limitation, side yard setbacks), such investigations to determine whether or not the necessary utilities are in order to support Buyers proposed use, such soils, engineering and environmental studies as may be necessary to assess the condition of the Property and the suitability of the Property for Buyers intended uses, and inspection(s) of the structure, roof, heating, ventilation, air conditioning, electrical and plumbing systems and other components of the Building, the parking areas and other common areas located in, on or about the Property (Property Inspection), (ii) Sellers are selling and Buyer is purchasing the Property on an AS IS WITH ALL FAULTS basis, and (iii) except for the representations and warranties of Sellers expressly set forth in this Agreement or in the agreements, documents and instruments to be delivered by Sellers at Closing, Buyer is not relying on any representations or warranties of any kind whatsoever, express or implied, from any Sellers, its employees, directors, officers, agents, consultants, contractors, subcontractors or brokers as to any matters concerning the Property including, without limitation, any information contained in any report, plan or other written material including, without limitation, the environmental information given by Sellers to Buyer with respect to the Property.

     Without in any way limiting the generality of the preceding paragraph, in entering into this Agreement and purchasing the Property, Buyer hereby acknowledges and agrees that except for the representations and warranties of Sellers expressly set forth in this Agreement or in the agreements, documents and instruments to be delivered by Sellers at Closing, Sellers have not made, do not hereby make and will not hereafter make any representations or warranties or guarantees, whether express or implied, with respect to the Property or the physical condition thereof including, without limitation:

     (I) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY.

     (II) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND GROUNDWATER.

     (III) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVICING THE PROPERTY.

     (IV) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTYS USE, HABITABILITY, MERCHANTABILITY,

FITNESS, SUITABILITY, VALUE OR ADEQUACY FOR ANY PARTICULAR PURPOSE.

     (V) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY.

     (VI) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES AND LAWS OR WITH THE RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY.

     (VII) THE PRESENCE OF HAZARDOUS SUBSTANCES (AS HEREINAFTER DEFINED) ON, UNDER, IN OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY OR THE EXISTENCE OF ANY UNDERGROUND TANKS, CONTAINERS OR CONDUITS IN, ON OR ABOUT THE PROPERTY. THE TERM HAZARDOUS SUBSTANCES SHALL MEAN ANY CHEMICAL, SUBSTANCE, WASTE, MATERIAL, GAS OR EMISSION WHICH IS DEEMED HAZARDOUS, TOXIC, A POLLUTANT OR A CONTAMINANT UNDER ANY ENVIRONMENTAL LAWS (AS HEREINAFTER DEFINED), OR WHICH HAS BEEN SHOWN TO HAVE SIGNIFICANT ADVERSE EFFECTS ON HUMAN HEALTH OR THE ENVIRONMENT. HAZARDOUS SUBSTANCES SHALL INCLUDE, WITHOUT LIMITATION, PETROLEUM AND PETROLEUM PRODUCTS, ASBESTOS, CHLOROFLUOROCARBONS, RADON GAS AND POLYCHLORINATED BIPHENYLS. THE TERM ENVIRONMENTAL LAW(S) SHALL MEAN ALL STATUTES, ORDINANCES, BYLAWS, RULES AND REGULATIONS, EXECUTIVE ORDERS AND OTHER ADMINISTRATIVE ORDERS, JUDGMENTS, DECREES, INJUNCTIONS AND OTHER JUDICIAL ORDERS OF OR BY ANY GOVERNMENTAL AUTHORITY, NOW OR HEREAFTER IN EFFECT, RELATING TO POLLUTION OR PROTECTION OF HUMAN HEALTH OR THE ENVIRONMENT INCLUDING, WITHOUT LIMITATION, EMISSIONS, DISCHARGES, RELEASES OR THREATENED RELEASES OF HAZARDOUS SUBSTANCES, OR THE MANUFACTURE, PROCESSING, DISTRIBUTION, USE, TREATMENT, STORAGE, DISPOSAL, TRANSPORT OR HANDLING OF HAZARDOUS SUBSTANCES.

     (VIII) ACCESS RIGHTS TO AND FROM THE PROPERTY.

     (IX) THE CONDITION OF TITLE OF THE PROPERTY.

     (X) THE ECONOMICS OF THE OPERATION OF THE PROPERTY.

     (XI) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE PROPERTY.

     (XII) THE LEASES, SERVICE CONTRACTS, AND OTHER AGREEMENTS AFFECTING THE PROPERTY.

     The provisions of this Paragraph 2(a) shall survive the Date of Closing.

     (b) Release. Buyer, on behalf of itself and its successors and assigns, waives Buyers right to recover from, and forever releases and discharges, each Seller, and each Sellers affiliates, shareholders, employees, directors and officers, for, from and against any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys fees and court costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the Property, the physical condition of the Property, or any law or regulation applicable thereto including, without limitation, Environmental Laws; provided, however, this release shall not discharge claims arising against Sellers for breach of their Paragraph 4(a) representations asserted within the survival period or arising against Sellers under the agreements, documents and instruments to be delivered by Sellers at Closing. The provisions of this Paragraph 2(b) shall survive the Date of Closing.