ADVISORY AGREEMENT

     THIS AGREEMENT, made as of June      , 2007, among PACIFIC OFFICE PROPERTIES TRUST, INC., a Maryland corporation (POP), PACIFIC OFFICE PROPERTIES, L.P. , a Delaware limited partnership (the Operating Partnership and together with POP, the Company), and PACIFIC OFFICE MANAGEMENT, INC. (the Advisor).

     WHEREAS, POP, through the Operating Partnership, owns, manages and operates real estate assets;

     WHEREAS, POP is and intends to continue to be qualified as a real estate investment trust within the meaning of Section 856(a) of the Internal Revenue Code of 1986, as amended; and

     WHEREAS, the Company desires to retain the Advisor for the purpose of providing day-to-day management and administrative services to the Company as described herein on the terms and conditions hereinafter set forth;

     WHEREAS, the Advisor has agreed to undertake certain obligations with respect to the Proportionate Voting Preferred Stock, no par value per share, of the Company;

     NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein set forth, the parties hereto agree as follows:

1. DEFINITIONS

     1.1. Definitions. As used in this Agreement, the following terms have the meanings set forth below.

     Advisor means Pacific Office Management, Inc., a Delaware limited liability company.

     Advisor Affiliate means the Advisor, Shidler West Investment Partners, L.P., Shidler Hawaii Investment Partners, LLC and any entity Controlling, Controlled by or under common Control with the Advisor.

     Base Management Fee has the meaning set forth in the Section 6.1.

     Board means the Board of Directors of POP.

     Cause means: (i) the Advisors continuous and intentional failure to perform its duties under this Agreement after written notice from the Company to the Advisor of such non-performance; (ii) the Advisors commission of any act of gross negligence in the performance of its duties under this Agreement; (iii) the Advisors commission of any act of fraud, misappropriation of funds, or embezzlement against the Company; (iv) the Advisors commission of any other willful and intentional misconduct which is materially injurious to the Company, monetarily or otherwise; and (v) the Advisors default in the performance or

observance of any material term, condition or covenant contained in this Agreement to be performed or observed on its part, when such default continues for a period of thirty (30) days after written notice thereof from the Company specifying such default and requesting that the same be remedied within such thirty (30) day period; provided, however, the Advisor shall have an additional sixty (60) days to cure any such foregoing default if (A) such default cannot reasonably be cured with in thirty (30) days but can be cured within ninety (90) days, and (B) the Advisor shall have commenced to cure such default within the initial thirty (30) day period and thereafter diligently proceeds to cure the same within ninety (90) days of the date of the Companys original notice of the default.

     Code means Internal Revenue Code of 1986, as amended.

     Common Stock means shares of POPs common stock or Class B common stock.

     Company has the meaning set forth in the Preamble.

     Company Account has the meaning set forth in Section 3.6.

     Company Property means each parcel of real property owned, ground leased or managed directly or indirectly by the Company.

     Control means the direct or indirect ownership of more than 50% of the beneficial equity interests and voting power of an entity.

     Exchange Act means the Securities Exchange Act of 1934, as amended.

     GAAP means generally accepted accounting principles in the United States of America as of the date applicable.

     Independent Directors means the directors of POP who are not employees of either the Company, the Advisor or any of their respective subsidiaries.

     LP Direction Votes has the meaning set forth in Section 4.1.

     Master Agreement means that certain Master Formation and Contribution Agreement by and between Arizona Land Income Corporation, an Arizona corporation, and POP Venture, LLC, a Delaware limited liability company, dated as of October 3, 2006.